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What changed in ZIPRECRUITER, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ZIPRECRUITER, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+527 added−546 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-25)

Top changes in ZIPRECRUITER, INC.'s 2025 10-K

527 paragraphs added · 546 removed · 448 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe provide employers the ability to search through our database of job seekers who have broad skill sets and a range of experiences. Efficient Candidate Vetting • All the applicants in one place. For employers who do not already have an established process to manage hiring, job applicants are captured inside the ZipRecruiter Applicant Tracking System, or ATS.
Biggest changeThe diversity and depth of our partner network enables employers to reach an especially broad job seeker audience. • Access to an expansive database of job seekers. We provide employers the ability to search through our database of job seekers who have broad skill sets and a range of experiences. Efficient Candidate Vetting • All the applicants in one place.
Our development teams 11 Table of Contents design, build and continue to expand our ATS, mobile apps, data processing and analysis pipelines, marketplace functionality, search and matching, email and messaging, and third-party product integrations as well as the software infrastructure that supports best practices such as high frequency deployment, orchestrating containers, and leveraging open-source technologies.
Our development teams design, build and continue to expand our ATS, mobile apps, data processing and analysis pipelines, marketplace functionality, search and matching, email and messaging, and third-party product integrations as well as the software infrastructure that supports best practices such as high frequency 11 Table of Contents deployment, orchestrating containers, and leveraging open-source technologies.
We are therefore subject to various federal, state and international laws and regulations relating to the privacy, security and protection of personal information in the United States, Canada, the European Union, the United Kingdom, Israel, and throughout the world.
We are therefore subject to various federal, state and international laws and regulations relating to the privacy, security, processing and protection of personal information in the United States, Canada, the European Union, the United Kingdom, Israel, and throughout the world.
Privacy and security laws are continuously evolving, and may be interpreted, applied, created or amended in a manner that could harm or require us to change our current or future business and operations.
Privacy, AI and security laws are continuously evolving, and may be interpreted, applied, created or amended in a manner that could harm or require us to change our current or future business and operations.
That means presenting strong fit job opportunities, proactively pitching strong fit potential candidates to employers and providing job seekers with updates on the status of their applications and guidance on how to get more attention from potential employers. This makes job seekers feel supported while searching for work. Creating Value for Employers.
That means presenting strong-fit job opportunities, proactively pitching highly qualified potential candidates to employers and providing job seekers with updates on the status of their applications and guidance on how to get more attention from potential employers. This makes job seekers feel supported while searching for work. Creating Value for Employers.
Legal requirements relating to the data privacy and security continue to evolve, and regulatory scrutiny in this area continues to increase around the world as various regulators and lawmakers continue to call for greater regulation of the collection and processing of personal information, as well as restrictions for certain targeted advertising practices.
Legal requirements relating to data privacy, AI and security continue to evolve, and regulatory scrutiny in this area continues to increase around the world as various regulators and lawmakers continue to call for greater regulation of the collection and processing of personal information and use of AI, as well as restrictions for certain targeted advertising practices.
These laws often require companies to implement specific information security controls to protect certain types of personal information and/or impose specific requirements relating to the collection or processing of such information, and we have implemented different security measures, policies and processes designed to protect such information.
These laws often require companies to implement specific information security controls to protect certain types of personal information and/or impose specific requirements relating to the collection or processing of such information, and we have implemented different security measures, policies and processes designed to comply with such requirements.
For further information on the privacy and security laws that we are subject to, see the risk factor titled “Changes in laws or regulations relating to data privacy or the protection, collection, storage, processing, transfer, or use of personal data, or AI, or any actual or perceived failure by us to comply with such laws and regulations or our privacy policies, could adversely affect our business”.
For further information on the privacy, AI and data security laws that we are subject to, see the risk factor titled “Changes in laws or regulations relating to data privacy or the protection, collection, storage, processing, 12 Table of Contents transfer, or use of personal data, or AI, or any actual or perceived failure by us to comply with such laws and regulations or our privacy policies, could adversely affect our business”.
ZipRecruiter delivers a digest of relevant new opportunities from across the web on a frequent basis, enabling job seekers to monitor the full breadth of our marketplace offerings. • Application updates. Our technology notifies job seekers when an employer either views their application or gives them a “thumbs up” rating.
ZipRecruiter delivers a digest of relevant new opportunities from across the web on a frequent basis, enabling job seekers to monitor the full breadth of our marketplace offerings. • Application updates. Our technology notifies job seekers when an employer either views their application or gives them a positive rating.
Our product allows employers to schedule interviews with candidates vetted by our matching technology within hours of posting a job, shortening the time it takes to find and hire great talent. 8 Table of Contents Flexible Pricing • Flexible pricing based on customer needs .
Our product allows employers to schedule interviews with candidates vetted by our matching technology within hours of posting a job, shortening the time it takes to find and hire great talent. Flexible Pricing • Flexible pricing based on customer needs .
Our Competition Hiring is a vast, competitive, and highly fragmented market. We compete in varying degrees with other online job sites including CareerBuilder and Monster, Craigslist, Glassdoor, Indeed, LinkedIn and hundreds of others. Competition for Employers Employers have a range of options when posting job opportunities. We compete to attract and retain employers to advertise their jobs in our marketplace.
Our Competition Hiring is a vast, competitive, and highly fragmented market. We compete in varying degrees with other online job sites including Craigslist, Glassdoor, Google, Indeed, LinkedIn, Meta and hundreds of others. Competition for Employers Employers have a range of options when posting job opportunities. We compete to attract and retain employers to advertise their jobs in our marketplace.
We believe our offering to job seekers compares favorably to alternatives due to the combination of our large and unique pool of job opportunities, and the personalized job seeker experience facilitated by our AI-powered career advisor named Phil.
Our marketplace is free to job seekers. We believe our offering to job seekers compares favorably to alternatives due to the combination of our large and unique pool of job opportunities, and the personalized job seeker experience facilitated by our AI-powered career advisor named Phil.
These changes, and the uncertainty created by the continuous evolution of the regulatory environment, implicate aspects of our corporate governance, risk management practices, public 12 Table of Contents disclosures, environmental, social and governance related issues, AI and cybersecurity.
These changes, and the uncertainty created by the continuous evolution of the regulatory environment, implicate aspects of our corporate governance, risk management practices, public disclosures, environmental, social and governance related issues, AI and cybersecurity.
We have efficiently operated and adapted as a remote and hybrid workforce since the beginning of 2020; however, we maintain office spaces for in-person work in Santa Monica, California, Palo Alto, California, Phoenix, Arizona, London, the United Kingdom, and Tel Aviv, Israel.
We have efficiently operated and adapted as a remote and hybrid workforce since the beginning of 2020; however, we maintain office spaces for in-person work in Santa Monica, California, Phoenix, Arizona, and London, the United Kingdom.
When employers post a job, ZipRecruiter’s matching technology immediately identifies and sends an alert to strong-fit job seekers in our marketplace. • Direct recruitment messages from the employer. Immediately after a job is posted, ZipRecruiter’s matching technology presents the employer with a list of the best potential candidates in the market.
When employers post a job, ZipRecruiter’s matching technology immediately identifies and sends an alert to highly qualified job seekers in our marketplace. 7 Table of Contents • Direct recruitment messages from the employer. Immediately after a job is posted, ZipRecruiter’s matching technology presents the employer with a list of the best potential candidates in the market.
When an employer gives an applicant a “thumbs up” rating, our technology searches for other job seekers with similar profiles to that candidate and proactively encourages them to apply. Our matching will continue to improve over time as we collect more data and our technology applies the learnings embedded in the data. • Job distribution.
When an employer gives an applicant a positive rating, our technology searches for other job seekers with similar profiles to that candidate and proactively encourages them to apply. Our matching is constantly improving over time as we collect more data and our technology applies the learnings embedded in the data. • Job distribution.
Our Employees and Human Capital Resources As of December 31, 2024, we employed 1,000 individuals across the United States, the United Kingdom, Canada and Israel. We also engage independent contractors and consultants.
Our Employees and Human Capital Resources As of December 31, 2025, we employed over 800 individuals across the United States, the United Kingdom, Canada and Israel. We also engage independent contractors and consultants.
As of December 31, 2024, ZipRecruiter, Inc. owned three U.S. and 20 international trademark registrations for the trademark “ZIPRECRUITER” and Poplar Technologies Ltd. had one U.S. trademark application and owned two international trademark registrations for the trademark “BREAKROOM”. We also own numerous domain names, including “www.ziprecruiter.com” and “www.breakroom.cc”. We do not currently own any patents.
As of December 31, 2025, ZipRecruiter, Inc. owned one U.S. patent as well as three U.S. and 20 international trademark registrations for the trademark “ZIPRECRUITER” and Poplar Technologies Ltd. had one U.S. trademark application and owned two international trademark registrations for the trademark “BREAKROOM”. We also own numerous domain names, including “www.ziprecruiter.com” and “www.breakroom.cc”.
A greater number of job seekers attracts more employers who in turn post more job opportunities in our marketplace. These natural, self-perpetuating network effects increase our data and thereby accelerate the rate at which our matching technology gets smarter over time. Strong Financial Results.
A greater number of job seekers attracts more employers who in turn post more job opportunities in our marketplace. These natural, self-perpetuating network effects increase our data and thereby accelerate the rate at which our matching technology gets smarter over time. What We Do We enable work by connecting job seekers and employers in our marketplace.
Phil provides positive, personalized messages to candidates, inviting them to apply for new open positions. Through repeated interaction throughout the ZipRecruiter job seeker experience, Phil learns about each job seeker and is able to deliver better matches and recommendations. • Pitched to employers as a potential candidate.
Phil helps job seekers discover new opportunities and stand out to employers. Phil provides positive, personalized messages to candidates, inviting them to apply for new open positions. With repeated interaction throughout the job seeker experience, ZipRecruiter is able to deliver better matches and recommendations. • Pitched to employers as a potential candidate.
The employer can then, with a single click, personally invite the most qualified potential candidates to apply. These recruitment messages directly from the employer drive the highest rated candidates ever delivered through ZipRecruiter. • Matching that learns.
The employer can then, with a single click, personally invite the most qualified potential candidates to apply. These recruitment messages directly from the employer drive higher-rated candidates, increasing value for employers. • Matching that learns.
Unlike traditional online job sites, ZipRecruiter works like a matchmaker curating job opportunities for job seekers, and candidates for employers. Our Mission. To actively connect people to their next great opportunity. Creating Value for Job Seekers. For job seekers across all industries and levels of seniority, we operate like a dedicated recruiter.
To actively connect people to their next great opportunity. Creating Value for Job Seekers. For job seekers across all industries and levels of seniority, we operate like a dedicated recruiter.
We compete for job seekers on many fronts, including our ability to surface unique and attractive jobs, our ability to simplify the search process, the transparent feedback job seekers receive on the status of their applications, and our trusted brand. Our marketplace is free to job seekers.
We compete for job seekers on many fronts, including our ability to surface unique and attractive jobs, our 1 Based on job seeker app ratings as of January 2026 from AppFollow for ZipRecruiter, Glassdoor, Indeed, LinkedIn, and Monster. 10 Table of Contents ability to simplify the search process, the transparent feedback job seekers receive on the status of their applications, and our trusted brand.
Process Efficiency • Search millions of jobs in one place . ZipRecruiter provides job seekers with access to millions of jobs from all over the internet. Job seekers can filter this vast array of opportunities by using numerous criteria to find the handful of best potential matches on our website or in our mobile app. • Simple, one-click applications.
Job seekers can filter this vast array of opportunities by using 8 Table of Contents numerous criteria to find the handful of best potential matches on our website or in our mobile app. • Simple, one-click applications. On ZipRecruiter, job seekers create a profile and can then apply for certain opportunities with a single click.
We believe that our employers are able to cost-effectively attract the right job seekers in our marketplace compared to other online recruiting sites and traditional “offline” recruiting service providers due to the combination of the strength of our job seeker community and our proven matching technology that continues to get smarter over time. 1 Based on job seeker app ratings as of January 2025 from AppFollow for ZipRecruiter, CareerBuilder, Glassdoor, Indeed, LinkedIn, and Monster. 10 Table of Contents Competition for Job Seekers Job seekers have a variety of choices when searching for their next great job opportunity.
We believe that our employers are able to cost-effectively attract the right job seekers in our marketplace compared to other online recruiting sites and traditional “offline” recruiting service providers due to the combination of the strength of our job seeker community and our proven matching technology that continues to get smarter over time.
On ZipRecruiter, job seekers create a profile and can then apply for certain opportunities with a single click. Our one-click application technology works across both our marketplace and certain Job Distribution Partners to remove barriers between a job seeker and their next opportunity.
Our one-click application technology works across both our marketplace and certain Job Distribution Partners to remove barriers between a job seeker and their next opportunity. This is particularly useful for job seekers on mobile devices where a resume can’t be easily created or uploaded. • Job application tracking.
Our ATS centralizes and simplifies the decision-making process. Inside this system, hiring teams can review, rate, manage the status of, and ultimately decide which candidate to hire. For employers already using certain third-party ATSs, we seamlessly populate candidates into their existing workflow. • Great Matches.
For employers who do not already have an established process to manage hiring, job applicants are captured inside the ZipRecruiter Applicant Tracking System, or ATS. Our ATS centralizes and simplifies the decision-making process. Inside this system, hiring teams can review, rate, manage the status of, and ultimately decide which candidate to hire.
Our technology labels candidates identified as a Great Match to help hiring managers avoid missing high-quality candidates. • In-demand candidate alerts. We apply an “Act Fast!” label to notify employers when their candidates have received interest from other employers, encouraging them to reach out quickly.
For employers already using certain third-party ATSs, we seamlessly populate candidates into their existing workflow. • Great matches. Our matching technology identifies candidates with the right skills, education, and experience to help hiring managers avoid missing high-quality candidates. • In-demand candidate alerts. We notify employers when their candidates have received interest from other employers, encouraging them to reach out quickly.
This is particularly useful for job seekers on mobile devices where a resume can’t be easily created or uploaded. • Job application tracking. Job seekers typically apply to numerous opportunities throughout the course of their search. Our simple, user-friendly dashboard aggregates their application history so job seekers can track opportunities they have reviewed or applied to.
Job seekers typically apply to numerous opportunities throughout the course of their search. Our simple, user-friendly dashboard aggregates their application history so job seekers can track opportunities they have reviewed or applied to. Personalized Recruiter Assistance • “Phil,” your AI-powered career advisor . Our AI-powered career advisor “Phil” engages with job seekers throughout their job search journeys.
Our employers’ jobs are posted not only across ZipRecruiter’s online sites and mobile apps but are also distributed to well over 1,000 sites managed by our Job Distribution Partners.
Our employers’ jobs are posted not only across ZipRecruiter’s online sites and mobile apps but are also distributed to sites managed by our Job Distribution Partners. Job Distribution Partners are third-party sites who have a relationship with us and advertise jobs from our marketplace, and include job boards, search engines, social networks, talent communities and resume services.
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Item 1. Business Overview The job market remains painfully inefficient. Job seekers are required to navigate on their own in order to find the right jobs to apply to, usually across multiple sites and without effective tools for monitoring new opportunities.
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Item 1. Business Overview ZipRecruiter is committed to transforming the hiring experience. Rather than leaving job seekers to search in isolation or employers to sift through endless noise, ZipRecruiter replaces manual navigation and complex sourcing with intelligent, streamlined connections between job seekers and employers. Our AI-powered marketplace acts as a dedicated matchmaker.
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Employers in turn are overwhelmed by the complexity of modern recruiting given the abundance of job boards, search engines, and social networks to source talent from. Neither side is an expert at their role. Neither side enjoys the process. ZipRecruiter is a two-sided marketplace for work that simplifies the job market for both job seekers and employers.
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We empower both sides of the marketplace with sophisticated tools that curate the best opportunities for job seekers. We surface the most qualified and interested candidates for employers. Our use of AI technology to drive real conversations between job seekers and employers is one of the reasons we are the #1 rated job site in the U.S. Our Mission.
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The combination of the scale on both sides of our marketplace, our efficient and highly flexible go-to-market strategy and intelligent use of technology has resulted in strong financial results. For the year ended December 31, 2024, our revenue was $474.0 million and we had a net loss of $12.9 million and Adjusted EBITDA of $78.0 million.
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Process Efficiency • Search millions of jobs in one place . ZipRecruiter provides job seekers with access to millions of jobs from all over the internet.
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For the year ended December 31, 2023, our revenue was $645.7 million and we generated net income of $49.1 million and Adjusted EBITDA of $175.3 million. Adjusted EBITDA is a financial measure not presented in accordance with generally accepted accounting principles, or GAAP.
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Competition for Job Seekers Job seekers have a variety of choices when searching for their next great job opportunity.
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For a definition of Adjusted EBITDA, an explanation of our management’s use of this measure, and a reconciliation of net income (loss) to Adjusted EBITDA, see “Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics and Non-GAAP Financial Measures.” 7 Table of Contents What We Do We enable work by connecting job seekers and employers in our marketplace.
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Job Distribution Partners are third-party sites who have a relationship with us and advertise jobs from our marketplace, and include job boards, newspaper classifieds, search engines, social networks, talent communities and resume services. The diversity and depth of our partner network enables employers to reach an especially broad job seeker audience. • Access to an expansive database of job seekers.
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Personalized Recruiter Assistance • “Phil,” your (automated) career advisor . Our automated career advisor “Phil” welcomes job seekers to our marketplace and engages with them throughout their onboarding and job seeking journeys. Through Phil, job seekers are presented with curated opportunities for which they might be a Great Match.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFurther, any significant change to applicable laws, regulations, or industry practices regarding the collection, use, processing, retention, security, or disclosure of the data of our employers and job seekers, employees, contractors, or others, or their interpretation, or any changes regarding the manner in which the express or implied consent of employers and job seekers for the collection, use, processing, retention, or disclosure of such data must be obtained, could increase our costs and require us to modify our services and features, which may be material or not cost-effective, and may limit our storage and processing of user data or develop new services and features.
Biggest changeFurther, any significant change to applicable laws, regulations, or industry practices regarding the collection, use, retention, security, disclosure or other processing of the data of our employers and job seekers, employees, contractors, or others, or their interpretation, or any changes regarding the manner in which the express or implied consent of employers and job seekers for the collection, use, processing, retention, or disclosure of such data must be obtained, or any limitations on how we can collect, use, process, retain or disclose such data, could increase our costs, limit our development of new services or features, or the taking of new initiatives, and/or require us to modify our services and features, which may be material, limiting or not cost-effective.
Price competition for job marketplaces such as ours is likely to remain high, which could limit our ability to maintain or increase our market share, subscriber base, revenue and/or profitability. We also compete with companies that utilize emerging technologies and assets, such as large language models (LLMs), machine learning, and other types of AI.
Price competition for job marketplaces such as ours is likely to remain high, which could limit our ability to maintain or increase our market share, subscriber base, revenue and/or profitability. We also compete with other companies that utilize emerging technologies and assets, such as large language models (LLMs), machine learning, and other types of AI.
Among other things, our amended and restated certificate of incorporation, as amended, and amended and restated bylaws include provisions that: • provide that our board of directors will be classified into three classes of directors with staggered three-year terms; • permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships; • require super-majority voting to amend some provisions in our amended and restated certificate of incorporation, as amended, and amended and restated bylaws, including provisions relating to the classified board, the size of the board, removal of directors, special meetings, actions by written consent, and designation of our preferred stock; • authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; • provide that only the chairman of our board of directors, our chief executive officer, our lead independent director, or a majority of our board of directors will be authorized to call a special meeting of stockholders; • eliminate the ability of our stockholders to call special meetings of stockholders; • prohibit cumulative voting; 44 Table of Contents • provide that directors may only be removed “for cause” and only with the approval of two-thirds of our stockholders; • provide for a dual class common stock structure in which holders of our Class B common stock may have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets; • prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; • provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws; and • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
Among other things, our amended and restated certificate of incorporation, as amended, and amended and restated bylaws include provisions that: • provide that our board of directors will be classified into three classes of directors with staggered three-year terms; • permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships; • require super-majority voting to amend some provisions in our amended and restated certificate of incorporation, as amended, and amended and restated bylaws, including provisions relating to the classified board, the size of the board, removal of directors, special meetings, actions by written consent, and designation of our preferred stock; • authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; • provide that only the chairman of our board of directors, our chief executive officer, our lead independent director, or a majority of our board of directors will be authorized to call a special meeting of stockholders; • eliminate the ability of our stockholders to call special meetings of stockholders; • prohibit cumulative voting; • provide that directors may only be removed “for cause” and only with the approval of two-thirds of our stockholders; • provide for a dual class common stock structure in which holders of our Class B common stock may have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets; • prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; 45 Table of Contents • provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws; and • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
Beginning in 2023, this tax applies to our share repurchase program as described in the below risk factor titled “Our share repurchase program could affect the price of our Class A common stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our Class A common stock.” Other Risks Related to Our Business Our business is subject to the risk of earthquakes, fire, power outages, floods, public health crises, including pandemics, and other catastrophic events, and to interruption by man-made problems such as terrorism.
As of 2023, this tax applies to our share repurchase program as described in the below risk factor titled “Our share repurchase program could affect the price of our Class A common stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our Class A common stock.” Other Risks Related to Our Business Our business is subject to the risk of earthquakes, fire, power outages, floods, public health crises, including pandemics, and other catastrophic events, and to interruption by man-made problems such as terrorism.
These incidents and any future data security breach that we or our vendors and third-party partners experience, such as those caused through hacking, social engineering, phishing, insufficient end-user or customer account controls and/or security measures, including user or customer account takeovers, credential stuffing, malware (including ransomware), malfeasance by insiders, human or technological error, as a result of malicious code embedded in software, physical or electronic-break-in, weakness resulting from intentional or unintentional service provider actions, or other data privacy or security incident, whether intentionally or unintentionally caused by us or by third parties could result in: unauthorized access to, misuse of, or unauthorized acquisition of IT Systems and our, our personnel’s, our users’, or our customers’ data; the loss, corruption, or alteration of this data; interruptions in our operations; unavailability of our website and applications; or damage to our computers or systems or those of our users.
These incidents and any future data security breach that we or our vendors and third-party partners experience, such as those caused through hacking, social engineering, phishing, insufficient access controls and/or end-user or customer account controls and/or security measures, including user or customer account takeovers, credential stuffing, malware (including ransomware), vulnerabilities, malfeasance by insiders, human or technological error or mistake, as a result of malicious code embedded in software, physical or electronic-break-in, weakness resulting from intentional or unintentional service provider actions, or other data privacy or security incident, whether intentionally or unintentionally caused by us or by third parties could result in: unauthorized access to, misuse of, or unauthorized acquisition of IT Systems and our, our personnel’s, our users’, or our customers’ data; the loss, corruption, or alteration of this data; interruptions in our operations; unavailability of our website and applications; damage to our computers or systems or those of our users; or other security incident, data breach, or ransomware.
Additionally, our hybrid working environment may impede our ability to foster a creative environment and adversely affect the productivity of our team members and overall operations, which could have a material adverse effect on our business, results of operations, financial condition, and future prospects. Our return-to-work approach may change at any time, and may vary among geographies.
Additionally, our hybrid working environment may impede our ability to foster a creative environment and adversely affect the productivity of our team members and overall operations, which could have a material adverse effect on our business, results of operations, financial condition, and future prospects. Our hybrid work approach may change at any time, and may vary among geographies.
There are significant costs and risks inherent in conducting business in international markets, including: • establishing and maintaining effective controls at foreign locations and the associated costs; • adapting our marketplace to non-U.S. employers’ and job seekers’ preferences and customs; • increased competition from local providers; • longer sales or collection cycles in some countries; • compliance with foreign laws and regulations, including data privacy frameworks like the GDPR, UK GDPR and DPA; • adapting to doing business in other languages or cultures; • compliance with local tax regimes, including potential double taxation of our international earnings, and potentially adverse tax consequences due to U.S. and foreign tax laws as they relate to our international operations; • compliance with anti-bribery laws, such as the FCPA and the Bribery Act; • currency exchange rate fluctuations and related effects on our operating results; • economic and political instability in some countries; • the uncertainty of obtaining and protecting intellectual property rights in some countries and practical difficulties of enforcing rights abroad; • potential challenges arising from strained foreign relations or geopolitical tensions, which could lead to regulatory hurdles, trade barriers, or reputational harm; and • other costs of doing business internationally.
There are significant costs and risks inherent in conducting business in international markets, including: • establishing and maintaining effective controls at foreign locations and the associated costs; 33 Table of Contents • adapting our marketplace to non-U.S. employers’ and job seekers’ preferences and customs; • increased competition from local providers; • longer sales or collection cycles in some countries; • compliance with foreign laws and regulations, including data privacy frameworks like the GDPR, UK GDPR and DPA; • adapting to doing business in other languages or cultures; • compliance with local tax regimes, including potential double taxation of our international earnings, and potentially adverse tax consequences due to U.S. and foreign tax laws as they relate to our international operations; • compliance with anti-bribery laws, such as the FCPA and the Bribery Act; • currency exchange rate fluctuations and related effects on our operating results; • economic and political instability in some countries; • the uncertainty of obtaining and protecting intellectual property rights in some countries and practical difficulties of enforcing rights abroad; • potential challenges arising from strained foreign relations or geopolitical tensions, which could lead to regulatory hurdles, trade barriers, or reputational harm; and • other costs of doing business internationally.
Our success depends in large part on our proprietary technology and other intellectual property rights, or IPR. We currently rely on a combination of copyright, trademark, trade secret, and unfair competition laws, as well as confidentiality agreements and procedures and licensing arrangements, to establish and protect our IPR.
Our success depends in large part on our proprietary technology and other intellectual property rights, or IPR. We currently rely on a combination of copyright, trademark, patent, trade secret, and unfair competition laws, as well as confidentiality agreements and procedures and licensing arrangements, to establish and protect our IPR.
Additionally, the process of obtaining protection for trademarks, copyrights and other IPR is expensive and time-consuming, and we may not be able to successfully register all necessary or desirable trademark and other IPR applications at a reasonable cost or in a timely manner.
Additionally, the process of obtaining protection for trademarks, copyrights, patents and other IPR is expensive and time-consuming, and we may not be able to successfully register all necessary or desirable trademark and other IPR applications at a reasonable cost or in a timely manner.
Furthermore, the stock market has recently experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies and financial services and technology companies in particular. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies.
Furthermore, the stock market has experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies and financial services and technology companies in particular. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies.
If we cannot manage any future growth successfully, our business, operating results, financial condition, and ability to successfully advertise our marketplace and serve our employers and job seekers could be adversely affected. Over time, we expect to expand our operations and personnel significantly.
If we cannot manage any future growth successfully, our business, operating results, financial condition, and ability to successfully advertise our marketplace and serve our employers and job seekers could be adversely affected. Over time, we expect to expand our operations and personnel.
The price of our Class A common stock also could be subject to wide fluctuations in response to the risk factors described in this Annual Report on Form 10-K and others beyond our control, including: • the number of shares of our Class A common stock and Class B common stock publicly owned and available for trading; 41 Table of Contents • actual or anticipated fluctuations in our financial condition, operating results and other operating and non-GAAP metrics; • our actual or anticipated operating performance and the operating performance of our competitors; • changes in the projected operational and financial results we provide to the public or our failure to meet those projections; • any major change in our board of directors, management, or key personnel; • the impact of, including but not limited to, market volatility and macroeconomic conditions such as inflation and any recession; • rumors and market speculation involving us or other companies in our industry; • announcements by us or our competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments; • lawsuits threatened or filed against us; • other events or factors, including those resulting from a pandemic, war, incidents of terrorism, natural disasters, or responses to these events; and • sales or expected sales of our Class A common stock by us, and our officers, directors, and principal stockholders.
The price of our Class A common stock is volatile and also could be subject to wide fluctuations in response to the risk factors described in this Annual Report on Form 10-K and others beyond our control, including: • the number of shares of our Class A common stock and Class B common stock publicly owned and available for trading; • actual or anticipated fluctuations in our financial condition, operating results and other operating and non-GAAP metrics; • our actual or anticipated operating performance and the operating performance of our competitors; • changes in the projected operational and financial results we provide to the public or our failure to meet those projections; • any major change in our board of directors, management, or key personnel; • the impact of, including but not limited to, market volatility and macroeconomic conditions such as inflation and any recession; • rumors and market speculation involving us or other companies in our industry; • announcements by us or our competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments; 42 Table of Contents • lawsuits threatened or filed against us; • other events or factors, including those resulting from a pandemic, war, incidents of terrorism, natural disasters, or responses to these events; and • sales or expected sales of our Class A common stock by us, and our officers, directors, and principal stockholders.
From time to time, we may be subject to claims, lawsuits (including class actions), government investigations, arbitrations and other proceedings involving competition and antitrust, intellectual property, privacy (including claims that the collection or provision of certain information, including personal information, by us or by third parties with whom we interact breached laws or regulations relating to privacy or data protection), consumer protection, securities, tax, labor and employment, commercial disputes, and other matters that could adversely affect our business operations and financial condition.
From time to time, we may be subject to claims, lawsuits (including class actions), government investigations, arbitrations and other proceedings involving competition and antitrust, intellectual property, privacy (including claims that the collection or provision of certain information, including personal information, by us or by third parties with whom we interact breached laws or regulations relating to privacy or data protection), consumer protection, securities, tax, labor and employment, commercial disputes (including claims relating to our marketplace functionality), and other matters that could adversely affect our business operations and financial condition.
In addition, any perceived or actual breach of compliance by us, our employers and job seekers, or payment partners with respect to applicable laws, rules, and regulations could have a significant impact on our reputation and could cause us to lose existing employers and job seekers, prevent us from obtaining new 30 Table of Contents employers and job seekers, cause other payment partners to terminate or not renew their agreements with us, require us to expend significant funds to remedy problems caused by violations and to avert further violations, and expose us to legal risk and potential liability, all of which may adversely affect our business, operating results, and financial condition and may cause the price of our common stock to decline.
In addition, any perceived or actual breach of compliance by us, our employers and job seekers, or payment partners with respect to applicable laws, rules, and regulations could have a significant impact on our reputation and could cause us to lose existing employers and job seekers, prevent us from obtaining new employers and job seekers, cause other payment partners to terminate or not renew their agreements with us, require us to expend significant funds to remedy problems caused by violations and to avert further violations, and expose us to legal risk and potential liability, all of which may adversely affect our business, operating results, and financial condition and may cause the price of our common stock to decline.
In addition, to the extent any third-party AI Technologies are used as a hosted service, any disruption, outage, or loss of information through such hosted services could disrupt our operations or solutions, damage our reputation, cause a loss of confidence in our solutions, or result in legal claims or proceedings, for which we may be unable to recover damages from the affected provider.
In addition, to the extent any third-party AI Technologies are used as a hosted service, any disruption, outage, loss of information, or mishandling of data through such hosted services could disrupt our operations or solutions, damage our reputation, cause a loss of confidence in our solutions, or result in legal claims or proceedings, for which we may be unable to recover damages from the affected provider.
Compliance with the GDPR has been and will continue to be a rigorous and time-intensive process that may increase our cost of doing business or require us to change our business practices, and may subject us to governmental investigations or enforcement actions, fines and penalties, claims, litigation, and reputational harm in connection with any European activities.
Compliance with the GDPR has been and will continue to be a rigorous process that may increase our cost of doing business or require us to change our business practices, and may subject us to governmental investigations or enforcement actions, fines and penalties, claims, litigation, and reputational harm in connection with any European activities.
We have not identified any material weaknesses in our internal control over financial reporting during 2024, 2023, and 2022. However, to maintain and, if required, improve our disclosure controls and procedures, and internal control over financial reporting to meet the standards of the Sarbanes-Oxley Act, additional and potentially significant resources and management oversight may be required.
We have not identified any material weaknesses in our internal control over financial reporting during 2025, 2024, and 2023. However, to maintain and, if required, improve our disclosure controls and procedures, and internal control over financial reporting to meet the standards of the Sarbanes-Oxley Act, additional and potentially significant resources and management oversight may be required.
This conduct in our marketplace could result in any of the following, each of which could adversely impact our business: • bad actors may use our marketplace, including our payment processing and disbursement methods, to engage in unlawful or fraudulent conduct, such as identity theft, money laundering, terrorist financing, fraudulent sale of services, bribery, breaches of security, leakage of data, piracy or misuse of software and other copyrighted or trademarked content, and other misconduct; • we may be held liable for the unauthorized use of an account holder’s credit card or bank account number and required by card issuers or banks to return the funds at issue and pay a chargeback or return fee, and if our chargeback or return rate becomes excessive, credit card networks may also require us to pay fines or other fees and the California Department of Business Oversight may require us to hold cash reserves; • we may be subject to additional risk and liability exposure, including for negligence, fraud, or other claims, if employees or third-party service providers fraudulently misappropriate our banking or other information or user information; • employers and job seekers that are subjected or exposed to the unlawful or improper conduct of other employers and job seekers or other third parties, or law enforcement or administrative agencies, may seek to hold us responsible for the conduct of employers and job seekers, lose confidence in our marketplace, decrease or cease use of our marketplace, seek to obtain damages and costs, or impose fines and penalties; 32 Table of Contents • we may be subject to additional risk if employers in our marketplace cannot pay hired job seekers for services rendered, as such job seekers may seek to hold us responsible for the employers’ conduct and may lose confidence in our marketplace, decrease or cease use of our marketplace, or seek to obtain damages and costs; and • we may suffer reputational damage as a result of the occurrence of any of the above.
This conduct in our marketplace could result in any of the following, each of which could adversely impact our business: • bad actors may use our marketplace, including our payment processing and disbursement methods, to engage in unlawful or fraudulent conduct, such as identity theft, money laundering, terrorist financing, fraudulent sale of services, bribery, breaches of security, leakage of data, piracy or misuse of software and other copyrighted or trademarked content, and other misconduct; • we may be held liable for the unauthorized use of an account holder’s credit card or bank account number and required by card issuers or banks to return the funds at issue and pay a chargeback or return fee, and if our chargeback or return rate becomes excessive, credit card networks may also require us to pay fines or other fees and the California Department of Financial Protection and Innovation may require us to hold cash reserves; • we may be subject to additional risk and liability exposure, including for negligence, fraud, or other claims, if employees or third-party service providers fraudulently misappropriate our banking or other information or user information; • employers and job seekers that are subjected or exposed to the unlawful or improper conduct of other employers and job seekers or other third parties, or law enforcement or administrative agencies, may seek to hold us responsible for the conduct of employers and job seekers, lose confidence in our marketplace, decrease or cease use of our marketplace, seek to obtain damages and costs, or impose fines and penalties; • we may be subject to additional risk if employers in our marketplace cannot pay hired job seekers for services rendered, as such job seekers may seek to hold us responsible for the employers’ conduct and may lose confidence in our marketplace, decrease or cease use of our marketplace, or seek to obtain damages and costs; and • we may suffer reputational damage as a result of the occurrence of any of the above.
Our indebtedness could have important consequences, including: • making it more difficult for us to satisfy our debt obligations; • limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements; 37 Table of Contents • requiring a portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes; • increasing our vulnerability to adverse changes in general economic, industry and competitive conditions; and • increasing our cost of borrowing.
Our indebtedness could have important consequences, including: • making it more difficult for us to satisfy our debt obligations; • limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements; • requiring a portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes; • increasing our vulnerability to adverse changes in general economic, industry and competitive conditions; and • increasing our cost of borrowing.
While we take measures designated to ensure the accuracy of such AI-generated content, those measures may not always be successful, and in some cases, we may need to rely on end users to report such inaccuracies. In addition, we may experience difficulties in enforcing the intellectual property rights in output generated by generative AI Technologies.
While we take measures designed to ensure the accuracy of such AI-generated content, those measures may not always be successful, and in some cases, we may need to rely on end users to report such inaccuracies. In addition, we may experience difficulties in enforcing the intellectual property rights in output generated by generative AI Technologies.
We are also subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, and the UK Bribery Act 2010, and may be subject to other anti-bribery, anti-money laundering, and sanctions laws in countries in which we conduct activities or have employers and job seekers.
We are also subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, and the UK Bribery Act 2010, and other anti-bribery, anti-money laundering, and sanctions laws in countries in which we conduct activities or have employers and job seekers.
Job Distribution Partners are third-party sites who have a relationship with us and advertise jobs from our marketplace, and include job boards, newspaper classifieds, search engines, social networks, talent communities and resume services, while Job Acquisition Partners are third-party sites and ATSs who have a relationship with us and from whom we receive jobs for our marketplace.
Job Distribution Partners are third-party sites who have a relationship with us and advertise jobs from our marketplace, and include job boards, search engines, social networks, talent communities and resume services, while Job Acquisition Partners are third-party sites and ATSs who have a relationship with us and from whom we receive jobs for our marketplace.
If we cannot find efficient ways to deploy our marketing spend or to hire, develop, and retain talented sales personnel in numbers required to maintain and support our growth, if our new sales personnel cannot achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective, our ability to increase our Paid Employer base and achieve broader market acceptance of our services could be harmed.
If we cannot find efficient ways to deploy our marketing spend or to hire, develop, and retain talented sales personnel in numbers required to maintain and support our growth, if our new sales personnel cannot achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs 23 Table of Contents are not effective, our ability to increase our Paid Employer base and achieve broader market acceptance of our services could be harmed.
AWS’s facilities are vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, cyber security attacks, terrorist attacks, power losses, telecommunications failures, and similar events or could be subject to break-ins, cybersecurity incidents (including unauthorized access to or other compromise of information technology systems and data stored therein), sabotage, intentional acts of vandalism, and other misconduct.
AWS’s and other critical service providers’ facilities are vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, cyber security attacks, terrorist attacks, power losses, telecommunications failures, and similar events or could be subject to break-ins, cybersecurity incidents (including unauthorized access to or other compromise of information technology systems and data stored therein), sabotage, intentional acts of vandalism, and other misconduct.
Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code, and such open source software may not be regularly maintained and updated in order to contain and patch possible security vulnerabilities.
Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code, 36 Table of Contents and such open source software may not be regularly maintained and updated in order to contain and patch possible security vulnerabilities.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation, as amended, or amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results, and financial condition.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation, as amended, or amended and restated bylaws to be inapplicable or unenforceable in an 46 Table of Contents action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results, and financial condition.
Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity, and teamwork fostered by our culture, and our business may be harmed. We believe that our corporate culture has been a key contributor to our success.
Our corporate culture has contributed to our success, and if we cannot maintain this culture, we could lose the innovation, creativity, and teamwork fostered by our culture, and our business may be harmed. We believe that our corporate culture has been a key contributor to our success.
We may also be 18 Table of Contents forced to significantly increase marketing expenditures in the event that market prices for online advertising and paid listings escalate or our organic ranking decreases. Any of these changes could have an adverse impact on our business, user acquisition, and operating results.
We may also be forced to significantly increase marketing expenditures in the event that market prices for online advertising and paid listings escalate or our organic ranking decreases. Any of these changes could have an adverse impact on our business, user acquisition, and operating results.
Item 1A. Risk Factors 13 Table of Contents Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, before making a decision to invest in our Class A common stock.
Item 1A. Risk Factors Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, before making a decision to invest in our Class A common stock.
As additional information becomes available, we assess the potential liability and revise estimates as appropriate. However, because of uncertainties relating to litigation, the amount of our estimates could be wrong as determining reserves for pending legal 34 Table of Contents proceedings is a complex, fact-intensive process that is subject to judgment calls.
As additional information becomes available, we assess the potential liability and revise estimates as appropriate. However, because of uncertainties relating to litigation, the amount of our estimates could be wrong as determining reserves for pending legal proceedings is a complex, fact-intensive process that is subject to judgment calls.
If one or more of these analysts cease coverage of us or cannot publish reports on us regularly, demand for our Class A common stock could decrease, which might cause our Class A common stock price and trading volume to decline. We do not intend to pay dividends for the foreseeable future.
If one or more of these analysts cease coverage of us or cannot publish reports on us regularly, demand for our Class A common stock could decrease, which might cause our Class A common stock price and trading volume to decline. 44 Table of Contents We do not intend to pay dividends for the foreseeable future.
We cannot guarantee that the Job Distribution Partners and Job Acquisition Partners with which we have strategic relationships will continue to offer the services for which we rely on them, devote the resources necessary to expand our reach, or support an increased number of employers and 21 Table of Contents job seekers and associated use cases.
We cannot guarantee that the Job Distribution Partners and Job Acquisition Partners with which we have strategic relationships will continue to offer the services for which we rely on them, devote the resources necessary to expand our reach, or support an increased number of employers and job seekers and associated use cases.
A perception or determination that we have violated laws or other legal requirements relating to our communications, such as the Telephone Consumer Protection Act (TCPA), could also result in claims against us (including class actions), which could be costly to litigate, whether or not they have merit, and could expose us to significant damage awards, fines and other penalties that could, individually or in the aggregate, materially harm our business.
A perception or determination that we have violated laws or other legal requirements relating to our communications, such as the Telephone Consumer Protection Act (TCPA), could also result in claims against us (including class actions), which could be costly to litigate, whether or not they have merit, and could expose us to significant damage awards, fines and other penalties that 34 Table of Contents could, individually or in the aggregate, materially harm our business.
Successful infringement claims against us could result in significant monetary liability, prevent us from selling some of our products and services, or 35 Table of Contents require us to change our branding. In addition, resolution of claims may require us to redesign our products, license rights from third parties at a significant expense, or cease using those rights altogether.
Successful infringement claims against us could result in significant monetary liability, prevent us from selling some of our products and services, or require us to change our branding. In addition, resolution of claims may require us to redesign our products, license rights from third parties at a significant expense, or cease using those rights altogether.
We have devoted substantial resources to the development and protection of our IPR. As a part of our efforts to protect our IPR, we require employees and contractors who may be involved in the creation or development of intellectual property to enter into invention assignment agreements assigning ownership of such IPR to us.
We have devoted substantial resources to the development and protection of our IPR. As a part of our efforts to protect our IPR, we require employees and contractors who may be involved in the creation or development of intellectual property to enter into invention assignment 35 Table of Contents agreements assigning ownership of such IPR to us.
We have filed trademark and copyright applications to protect certain aspects of our IPR; however, we cannot guarantee that we will be successful in registering our trademarks or copyrights.
We have filed trademark, copyright and patent applications to protect certain aspects of our IPR; however, we cannot guarantee that we will be successful in registering our trademarks, copyrights or patents.
A change in these principles or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed before the announcement of a change. If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.
A change in these principles or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed before the announcement of a change. 41 Table of Contents If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.
In addition, because we are a relatively new company with a limited operating history when compared to some of our existing competitors, our target employers and job seekers may prefer to use offerings from more established competitors that are more tailored to their specific requirements.
In addition, because we are a relatively new company with a limited 17 Table of Contents operating history when compared to some of our existing competitors, our target employers and job seekers may prefer to use offerings from more established competitors that are more tailored to their specific requirements.
If additional funds are raised through the issuance of equity or convertible debt securities, holders of our Class A common stock could suffer significant dilution, and any new shares we issue could have rights, preferences, and privileges superior to those of our Class A common stock.
If additional funds are raised through the issuance of equity or convertible debt securities, holders of our Class A common stock could suffer significant dilution, 40 Table of Contents and any new shares we issue could have rights, preferences, and privileges superior to those of our Class A common stock.
Accordingly, any forecasts of market growth included in this Annual Report on Form 10-K should not be taken as indicative of our future growth. The growth of our marketplace depends in part on the success of our strategic relationships with our Job Distribution Partners and Job Acquisition Partners.
Accordingly, any forecasts of market growth included in this Annual Report on Form 10-K should not be taken as indicative of our future growth. 21 Table of Contents The growth of our marketplace depends in part on the success of our strategic relationships with our Job Distribution Partners and Job Acquisition Partners.
Upon expiration or termination of our agreement with AWS, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete.
Upon expiration or termination of our respective agreement with AWS or other critical service providers, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete.
Changes in laws or regulations relating to data privacy, the protection, collection, storage, processing, transfer, or use of personal data, the use of AI, or consumer protection, or any actual or perceived failure by us to comply with such laws and regulations or our privacy policies, could adversely affect our business.
Changes in laws or regulations relating to data privacy, the protection, collection, storage, processing, transfer, or use of personal information, the use of AI, or consumer protection, or any actual or perceived failure by us to comply with such laws and regulations, our privacy policies or other obligations, could adversely affect our business.
In addition, responding to any enforcement action or internal investigation related to alleged misconduct may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees. We are subject to a wide variety of foreign and domestic laws.
In 31 Table of Contents addition, responding to any enforcement action or internal investigation related to alleged misconduct may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees. We are subject to a wide variety of foreign and domestic laws.
The effects of these laws are potentially significant and may require us to modify our data collection or processing practices and policies and to incur substantial costs and expenses in an effort to comply, and increase our potential exposure to regulatory enforcement and/or litigation. Moreover, several U.S. and European jurisdictions are looking to regulate specific uses of AI.
The effects of these laws are potentially significant and may require us to modify our data collection or processing practices and policies and to incur substantial costs and expenses in an effort to comply, and increase our potential exposure to regulatory enforcement and/or litigation. Moreover, several U.S. and European jurisdictions currently or will soon regulate specific uses of AI.
If these providers charge high costs for or increase the cost of their 24 Table of Contents services, we will experience higher costs to operate our business and may have to increase the fees to use our marketplace and our operating results may be adversely impacted.
If these providers charge high costs for or increase the cost of their services, we will experience higher costs to operate our business and may have to increase the fees to use our marketplace and our operating results may be adversely impacted.
Furthermore, the Inflation Reduction Act imposes a 1% non-deductible excise tax on the fair market value of any stock repurchased by a publicly traded domestic corporation during any taxable year, with the fair market value of such repurchased stock reduced by the fair market value of certain stock issued by such corporation during such taxable year.
Furthermore, the Inflation Reduction Act imposes a 1% non-deductible excise tax on the fair market value of any stock repurchased by a publicly traded domestic corporation during any taxable year, with the fair market value of such repurchased stock reduced by the fair market value of certain stock issued 37 Table of Contents by such corporation during such taxable year.
If our assumptions regarding these risks, challenges, and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our financial condition and operating results could differ materially from our expectations, we may be unable to effectively scale our business, and our business would be adversely impacted.
If our assumptions regarding 20 Table of Contents these risks, challenges, and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our financial condition and operating results could differ materially from our expectations, we may be unable to effectively scale our business, and our business would be adversely impacted.
This trend poses a risk to the job posting and distribution industry as a whole, particularly in lower-skill job categories that may be more susceptible to such replacement. Our business is seasonal. Our business is seasonal, reflecting typical behavior in hiring markets, where hiring activity tends to decelerate in the fourth quarter.
This trend poses a risk to the job posting and distribution industry as a whole, particularly in lower-skill job categories that may be more susceptible to such replacement. 22 Table of Contents Our business is seasonal. Our business is seasonal, reflecting typical behavior in hiring markets, where hiring activity tends to decelerate in the fourth quarter.
Upon the occurrence of an event of default, the lender could elect to declare all amounts outstanding under its debt agreements to be immediately due and payable, and holders of the senior unsecured notes could declare all outstanding principal and interest to be due and payable.
Upon the 39 Table of Contents occurrence of an event of default, the lender could elect to declare all amounts outstanding under its debt agreements to be immediately due and payable, and holders of the senior unsecured notes could declare all outstanding principal and interest to be due and payable.
California has also enacted seventeen new laws in 2024 that further regulate use of AI and machine learning technologies, or AI Technologies, and provide consumers with additional protections around companies’ use of AI Technologies, such as requiring companies to disclose certain uses of generative AI and the types of data used to train such models.
California has also enacted several new AI laws that further regulate use of AI and machine learning technologies, or AI Technologies, and provide consumers with additional protections around companies’ use of AI Technologies, such as requiring companies to disclose certain uses of generative AI, AI Technologies, and the types of data used to train such models.
Our internal tools have a number of 22 Table of Contents limitations and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our metrics, including the metrics we report.
Our internal tools have a number of limitations and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our metrics, including the metrics we report.
The rules and regulations applicable to public companies, and stockholder litigation brought against recently public companies, have made it more expensive for us to obtain and maintain director and officer 40 Table of Contents liability insurance, and we may be required to incur substantially higher costs to obtain and maintain the same or similar coverage.
The rules and regulations applicable to public companies, and stockholder litigation brought against recently public companies, have made it more expensive for us to obtain and maintain director and officer liability insurance, and we may be required to incur substantially higher costs to obtain and maintain the same or similar coverage.
We have incurred net losses in the past, anticipate increasing our operating expenses in the future, and may not sustain profitability.
We have incurred net losses in the past, anticipate increasing our operating expenses in the future, and may not regain profitability.
Factors that may cause fluctuations in our quarterly financial results include, without limitation, those listed below: • our ability to attract new employers and job seekers; • Paid Employer renewal rates; 19 Table of Contents • Paid Employers purchasing upsell services; • the addition or loss of large Paid Employers, including through acquisitions or consolidations; • the timing of recognition of revenue; • the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure; • network outages or security breaches; • general economic, industry and market conditions, including inflationary pressures, a volatile interest rate environment, increasing borrowing costs, actual or perceived instability in the global banking industry and the impacts therefrom, cybersecurity incidents, the U.S. presidential and other federal, state, and local elections, and the impacts of the wars in Ukraine and the Middle East; • changes in our pricing policies or those of our competitors; • seasonal variations in sales of our products, which have historically been most pronounced in the fourth quarter of our fiscal year; • the timing and success of new product or service introductions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors or strategic partners; and • the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies.
Factors that may cause fluctuations in our quarterly financial results include, without limitation, those listed below: • our ability to attract new employers and job seekers; • Paid Employer renewal rates; • Paid Employers purchasing upsell services; • the addition or loss of large Paid Employers, including through acquisitions or consolidations; • the timing of recognition of revenue; • the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure; • network outages or security breaches; • general economic, industry and market conditions, including inflationary pressures, a volatile interest rate environment, increasing borrowing costs, actual or perceived instability in the global banking industry and the impacts therefrom, cybersecurity incidents, changes in laws, regulations and administrative policy, including those that impact trade agreements and tariffs, and the impacts of the wars in Ukraine and the Middle East; • changes in our pricing policies or those of our competitors; • seasonal variations in sales of our products, which have historically been most pronounced in the fourth quarter of our fiscal year; 19 Table of Contents • the timing and success of new product or service introductions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors or strategic partners; and • the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies.
We are in the early stages of developing the analytical tools that will allow us to determine how prospective customers can be most effectively directed within, and addressed by, our sales organizations. As a result, we may not always approach new opportunities in the most cost-effective manner or with the most appropriate resources.
We are continuously developing and refining the analytical tools that will allow us to determine how prospective customers can be most effectively directed within, and addressed by, our sales organizations. As a result, we may not always approach new opportunities in the most cost-effective manner or with the most appropriate resources.
Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court. Our stockholders will not be 45 Table of Contents deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.
Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.
If prospective Paid Employers require customized features or functions that we do not offer, and that would be difficult for them to deploy themselves, then the market for our marketplace will be more limited and our business 23 Table of Contents could suffer.
If prospective Paid Employers require customized features or functions that we do not offer, and that would be difficult for them to deploy themselves, then the market for our marketplace will be more limited and our business could suffer.
These factors and other factors could harm our international operations and, consequently, materially impact our business, operating results, and financial condition. 33 Table of Contents Further, we may incur significant operating expenses as a result of our international expansion, and it may not be successful.
These factors and other factors could harm our international operations and, consequently, materially impact our business, operating results, and financial condition. Further, we may incur significant operating expenses as a result of any international expansion, and it may not be successful.
Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain permitted transfers, including certain transfers to family members, trusts solely for the benefit of the stockholder or their family members, affiliates under common control with the stockholder, and partnerships, corporations, and other entities exclusively owned by the stockholder or their family members, in each case as fully described in our amended and restated certificate of incorporation, as amended.
Future transfers by the holder of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain permitted transfers, including certain transfers to family members, trusts solely for the benefit of the stockholder or his family 43 Table of Contents members, affiliates under common control with the stockholder, and partnerships, corporations, and other entities exclusively owned by the stockholder or his family members, in each case as fully described in our amended and restated certificate of incorporation, as amended.
Our business depends largely on our ability to attract and retain talented employees, including senior management and key personnel. If we lose the services of Ian Siegel, our Chief Executive 17 Table of Contents Officer, or other members of our senior management team, we may not be able to execute on our business strategy.
Our business depends largely on our ability to attract and retain talented employees, including senior management and key personnel. In particular, if we lose the services of Ian Siegel, our Chief Executive Officer, or other members of our senior management team, we may not be able to execute on our business strategy.
In addition to our proprietary AI Technologies, we use AI Technologies licensed from third parties in our technologies and our ability to continue to use such technologies at the scale we need may be dependent on access to specific third-party software and infrastructure.
In addition to our proprietary AI Technologies, we use AI Technologies licensed from third parties in our technologies or internal business operations, and our ability to continue to use such technologies at the scale we need may be dependent on access to specific third-party software and infrastructure.
If we cannot provide enhancements and 20 Table of Contents new features or services that achieve market acceptance or that keep pace with rapid technological developments and the competitive landscape, our business could be adversely affected.
If we cannot provide enhancements and new features or services that achieve market acceptance or that keep pace with rapid technological developments and the competitive landscape, our business could be adversely affected.
As of December 31, 2024, the board of directors has authorized us to repurchase up to $650.0 million of our common stock through open market or privately negotiated transactions, block purchases, or pursuant to one or more Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements.
As of December 31, 2025, the board of directors had authorized us to repurchase up to $750.0 million of our common stock through open market or privately negotiated transactions, block purchases, or pursuant to one or more Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements.
We depend in part on various internet search engines, such as Google, as well as other channels to direct a significant amount of traffic to our website. Our ability to maintain the number of visitors directed to our website is not entirely within our control.
We depend in part on various internet search engines, such as Google, as well as other channels, such as generative AI engines, to direct a significant amount of traffic to our website. Our ability to 18 Table of Contents maintain the number of visitors directed to our website is not entirely within our control.
Additionally, the California Consumer Privacy Act, or CCPA, which afforded new data privacy rights for consumers and new operational requirements for companies, came into force in 2020, and also provides for fines for noncompliance.
Additionally, the California Consumer Privacy Act, or CCPA, which afforded new data privacy rights for consumers and new operational requirements for companies, came into force in 2020, and also 27 Table of Contents provides for fines for noncompliance.
These competitors may offer products and services that may, among other things, provide automated alternatives to the services that employers or job seekers would otherwise seek from ZipRecruiter, use machine learning algorithms to connect employers with job seekers more effectively than we do, or otherwise change the way that employers engage with job seekers or the way job seekers find work so as to make our marketplace less attractive.
While we also may utilize such technologies, these competitors may offer products and services that may, among other things, provide automated alternatives to the services that employers or job seekers would otherwise seek from ZipRecruiter, use machine learning algorithms to connect employers with job seekers more effectively than we do, or otherwise change the way that employers engage with job seekers or the way job seekers apply to jobs or find work so as to make our marketplace less attractive.
Further, the United Kingdom, or the UK, has enacted the UK GDPR, which, together with the amended UK Data Protection Act 2018, or DPA, retains the GDPR in UK national law.
Further, the United Kingdom, or the UK, has enacted the UK GDPR, which, together with the amended UK Data Protection Act 2018, or DPA, and the UK Data Use and Access Act 2025, retains the GDPR in UK national law.
Our credit agreement and the indenture governing the senior unsecured notes provides that our breach or failure to satisfy certain covenants constitutes an event of default.
Our credit agreement and the indenture governing the senior unsecured notes provide that our breach or failure to satisfy certain covenants constitute an event of default.
Our ability to develop proprietary AI models may be limited by our access to processing infrastructure or training data, and we may be dependent on third-party providers for such resources.
Our efforts to develop proprietary AI models could increase our operating costs. Our ability to develop proprietary AI models may be limited by our access to processing infrastructure or training data, and we may be dependent on third-party providers for such resources.
We face intense competition from many well-established online job sites such as CareerBuilder and Monster, Craigslist, Glassdoor, Indeed, and LinkedIn, as well as from newer entrants such as Google or Facebook. Many of our existing and potential competitors are considerably larger or more established than we are and have larger workforces and more substantial marketing and financial resources.
We face competition from many well-established online job sites such as Craigslist, Glassdoor, Google, Indeed, LinkedIn, and Meta. Many of our existing and potential competitors are considerably larger or more established than we are and have larger workforces and more substantial marketing and financial resources.
If we cannot renew our agreement or are unable to renew on commercially reasonable terms, we may experience costs or downtime in connection with the transfer to, or the addition of, new cloud infrastructure or other data center.
If we cannot renew our agreements or are unable to renew on commercially reasonable terms, we may experience costs or downtime in connection with the transfer to, or the addition of, new cloud infrastructure or other data center or another critical service provider.
The timing and actual number of shares repurchased will depend on a variety of factors including price, market conditions, corporate and regulatory requirements, and other investment opportunities. Approximately $123.1 million remains available for future repurchases under our $650.0 million share repurchase program as of December 31, 2024.
The timing and actual number of shares repurchased will depend on a variety of factors including price, market conditions, corporate and regulatory requirements, and other investment opportunities. Approximately $121.2 million remains available for future repurchases under our $750.0 million share repurchase program as of December 31, 2025.
We may need to expend significant resources to protect against, and to 26 Table of Contents address issues created by, security breaches and other privacy and security incidents.
We may need to expend significant resources to protect against, and to address issues created by, security breaches and other privacy and security incidents.
We use AI Technologies throughout our business and are making significant investments in this area. For example, we use AI Technologies within our platform to actively connect employers and job seekers, and to help retrieve and appropriately display search results.
We use AI Technologies throughout our business and are making significant investments in this area. For example, we use AI Technologies within our platform to actively connect employers and job seekers, to help retrieve and appropriately display search results, to optimize job matches and recommendations, and to improve the services we provide.
We plan to continue to expand our sales force and to dedicate significant and increasing resources to sales and marketing programs.
We plan to continue to dedicate significant and increasing resources to sales and marketing programs.
In particular, if the models underlying these AI Technologies are: (i) incorrectly designed or implemented; (ii) trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data to which we do not have sufficient rights or in relation to which we and/or the providers of such data have not implemented sufficient legal compliance measures; (iii) used without sufficient oversight and governance to ensure their responsible use; and/or (iv) adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, the performance of our products, services and business, as well as our reputation, could suffer or we could incur liability resulting from the violation of laws or contracts to which we are a party or civil claims.
In particular, if the models underlying these AI Technologies are: (i) incorrectly designed or implemented; (ii) trained or reliant on incomplete, inadequate, inaccurate, flawed, biased or otherwise poor quality data, or on data to which we do not have sufficient rights or in relation to which we and/or the providers of such data have not implemented sufficient legal compliance measures; (iii) used without sufficient oversight and governance to ensure their responsible use; (iv) providing outputs that are flawed, biased, discriminatory, inflammatory, unfair, or untruthful; and/or (v) adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, the performance of our products, services and business, as well as our reputation, including as a result of ethical concerns, could suffer or we could incur liability resulting from the violation of laws or contracts to which we are a party or civil claims. 29 Table of Contents We are in varying stages of development in relation to our products and internal business processes involving AI Technologies.
We have voluntarily implemented policies and procedures designed to allow us to comply with U.S. economic sanctions laws and prevent our marketplace from being used to facilitate business in countries or with persons or entities included on designated lists promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC, and equivalent foreign authorities.
We have voluntarily implemented policies and procedures designed to allow us to comply with U.S. economic sanctions laws and prevent our marketplace from being used to facilitate business in countries or with persons or entities included on designated lists promulgated by the U.S.
We have implemented an anti-corruption compliance policy, but we cannot ensure that all of our employees, employers and job seekers, and agents, as well as those contractors to which we outsource certain of our business operations, will not take actions in violation of our policies or agreements and applicable law, for which we may be ultimately held responsible.
We cannot ensure that all of our employees, employers and job seekers, and agents, as well as those contractors to which we outsource certain of our business operations, will not take actions in violation of our policies, internal controls, procedures or agreements and applicable law, for which we may be ultimately held responsible.
We cannot control the availability 29 Table of Contents or pricing of such third-party AI Technologies, especially in a highly competitive environment, and we may be unable to negotiate favorable economic terms with the applicable providers.
We cannot control the availability or pricing of such third-party AI Technologies, especially in a highly competitive environment, and we may be unable to negotiate favorable economic terms with the applicable providers or unable to control the data processing, security, or other practices of these AI Technologies.
The California Privacy Rights Act, or CPRA, which took effect on January 1, 2023, further expanded the CCPA with additional data privacy compliance requirements and rights for California consumers, and established a new regulatory agency dedicated to enforcing those 27 Table of Contents requirements and issuing additional rulemaking, including with respect to cybersecurity audits, risk assessment, and automated decisionmaking technology.
The California Privacy Rights Act, or CPRA, which took effect on January 1, 2023, further expanded the CCPA with additional data privacy compliance requirements and rights for California consumers, and established a new regulatory agency dedicated to enforcing those requirements and implementing additional rules, including in the areas of cybersecurity audits, risk assessment, and automated decision-making technology.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeTechnical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including, without limitation, through firewalls, intrusion prevention and detection systems, anti-malware functionality, and access controls, which are evaluated and improved through vulnerability assessments and regular reviews.
Biggest changeTogether, these groups work to establish a tiered posture intended to reflect best practices and protect us from cybersecurity threats. 47 Table of Contents Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, which may include firewalls, intrusion prevention and detection systems, anti-malware functionality, and access controls.
We engage in the periodic assessment and testing of our policies, standards, processes, and practices that are designed to address cybersecurity threats and incidents, as appropriate. These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning.
We engage in the periodic assessment and testing of our policies, standards, processes, and practices that are designed to address cybersecurity threats and incidents, as appropriate. These efforts may include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning.
Third-Party Risk Management: We maintain a risk-based approach designed to identify and oversee cybersecurity risks presented by third parties, including vendors, service providers, and other external users of our systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.
Third-Party Risk Management: We maintain a risk-based approach designed to identify and oversee cybersecurity risks presented by certain third parties, including vendors, service providers, and other external users of our systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.
For more information regarding cybersecurity risks that we face and potential impacts on our business related thereto, see the risk factor titled “Changes in laws or regulations relating to data privacy or the protection, collection, storage, processing, transfer, or use of personal data, or AI, or any actual or perceived failure by us to comply with such laws and regulations or our privacy policies, could adversely affect our business.”
For more information regarding cybersecurity risks that we face and potential impacts on our business related thereto, see the risk factor titled “Changes in laws or regulations relating to data privacy or the protection, collection, 48 Table of Contents storage, processing, transfer, or use of personal information, or AI, or any actual or perceived failure by us to comply with such laws and regulations or our privacy policies, could adversely affect our business.”
Our CTO works collaboratively with our Security Operations team, AppSec Guild, and VP, Corporate Counsel to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with our incident response and recovery plans.
Our CTO works collaboratively with our Security Operations team, AppSec Guild, and VP, Corporate Counsel to implement a program designed to protect our information systems from cybersecurity threats and to respond to cybersecurity incidents in accordance with our incident response and recovery plans.
Collaborative Approach and Implementation of Best Practices: We have implemented a cross-functional approach designed to identify, prevent, and mitigate cybersecurity threats and incidents 46 Table of Contents alongside controls and procedures intended to provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.
Collaborative Approach and Implementation of Best Practices: We have implemented a cross-functional approach designed to identify, prevent, and mitigate cybersecurity threats and incidents alongside controls and procedures intended to provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.
Our audit committee receives regular presentations and reports on cybersecurity, privacy, and compliance, which address a wide range of topics including recent developments, evolving standards, the threat environment, technological trends, and information security considerations arising with respect to our peers and third parties.
Our audit committee receives regular presentations and reports on cybersecurity, privacy, and compliance, which may address a wide range of topics including recent developments, evolving standards, the threat environment, technological trends, and information security considerations arising with respect to our peers and third parties. Our audit committee also receives information regarding certain cybersecurity incidents.
We take that responsibility very seriously and our processes are intended to maintain high standards of governance. Our board of directors provides oversight of risk management issues, including information security and data privacy.
We take that responsibility very seriously and our processes are intended to maintain high standards of governance. Our board of directors provides oversight of risk management issues, including information security and data privacy, and considers cybersecurity an important component of our overall approach to enterprise risk management, or ERM.
Our CTO has served in various roles in information technology for over 25 years, including serving as the CTO of two large companies, and holds a master’s degree in Computer Science.
Our CTO is primarily responsible for assessing and managing our material risks from cybersecurity threats. Our CTO has served in various roles in information technology for over 25 years, including serving as the CTO of two large companies, and holds a master’s degree in Computer Science.
Incident Response and Recovery Planning: We have established and maintain comprehensive cybersecurity incident response policies and procedures, and business continuity and disaster recovery plans, which are tested or evaluated on a regular basis.
Incident Response and Recovery Planning: We have established and maintain cybersecurity incident response policies and procedures, and business continuity and disaster recovery plans.
For example, ZipRecruiter has completed a third-party SOC 2 Type 2 audit, works with independent security researchers through its private bug bounty program, and conducts annual penetration testing using a third-party security tester.
For example, ZipRecruiter previously completed a third-party SOC 2 Type 2 audit, works with independent security researchers through its private bug bounty program, and conducts annual penetration testing using a third-party security tester. In addition, we use external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes.
Our board of directors is actively involved in oversight of our risk management, and cybersecurity represents an important component of our overall approach to enterprise risk management, or ERM. The audit committee of our board of directors is regularly updated by management and reviews cybersecurity and other information technology risks, controls, and procedures on a regular basis.
The audit committee of our board of directors is regularly updated by management and reviews cybersecurity and other information technology risks, controls, and procedures as it deems appropriate.
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Together, these groups work to establish a tiered posture intended to reflect best practices and protect us from cybersecurity threats.
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We perform security vetting for all new applicable third-party vendors and service providers, and conduct security reviews of applicable existing third-party vendors and service providers on an ongoing basis.
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The results of such assessments, audits, and tests are regularly reviewed, and we adjust our cybersecurity policies, standards, processes, and practices as necessary based on the information provided by these assessments, audits, and reviews. In addition, we use external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes.
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Our audit committee also receives prompt and timely information regarding any cybersecurity incident that meets certain thresholds, as well as ongoing updates regarding any such incident until it has been addressed. 47 Table of Contents Our CTO is primarily responsible for assessing and managing our material risks from cybersecurity threats.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our corporate headquarters are located in Santa Monica, California, where we currently lease approximately 45,000 square feet under an agreement that expires in May 2025. In October 2024, we entered into a lease agreement for approximately 25,000 square feet of office space in Santa Monica, California, expected to commence in June 2025.
Biggest changeItem 2. Properties Our corporate headquarters are located in Santa Monica, California, where we currently lease approximately 25,000 square feet under an agreement that expires in October 2030. We also lease facilities in Phoenix, Arizona, and London, the United Kingdom.
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We intend to use the space for our new corporate headquarters, after the lease for our current corporate headquarters expires. We also lease facilities in Palo Alto, California, Phoenix, Arizona, London, the United Kingdom, and Tel Aviv, Israel.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMine Safety Disclosures Not applicable. 48 Table of Contents Part II
Biggest changeMine Safety Disclosures Not applicable. 49 Table of Contents Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchases of Equity Securities by the Issuer and Affiliated Purchasers Share repurchase activity during the three months ended December 31, 2024 was as follows (in thousands, except per share amounts): Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) October 1, 2024 to October 31, 2024 — $ — — November 1, 2024 to November 30, 2024 Open market repurchases 221 $ 8.95 221 December 1, 2024 to December 31, 2024 Open market repurchases 84 $ 8.64 84 Total 305 $ 123,108 ____________ (1) As of December 31, 2024, the board of directors authorized us to repurchase up to $650.0 million of our common stock under the share repurchase program, of which $526.9 million had been utilized.
Biggest changePurchases of Equity Securities by the Issuer and Affiliated Purchasers Share repurchase activity during the three months ended December 31, 2025 was as follows (in thousands, except per share amounts): Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) October 1, 2025 to October 31, 2025 — $ — — $ 129,243 November 1, 2025 to November 30, 2025 1,751 $ 4.57 1,751 $ 121,243 December 1, 2025 to December 31, 2025 — $ — $ — $ 121,243 Total 1,751 1,751 ____________ (1) As of December 31, 2025, the board of directors had authorized us to repurchase up to $750.0 million of our common stock under the share repurchase program, of which $628.8 million had been utilized.
For more information, see Note 15 – Share Repurchase Program to the audited financial statements included in this report. 49 Table of Contents Stock Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act.
For more information, see Note 15 – Share Repurchase Program to the audited financial statements included in this report. 50 Table of Contents Stock Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock and in each index at the market close on May 26, 2021, and its relative performance is tracked through December 31, 2024. The returns shown are based on historical results and are not intended to suggest future performance.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock and in each index at the market close on May 26, 2021, and its relative performance is tracked through December 31, 2025. The returns shown are based on historical results and are not intended to suggest future performance.
The remaining $123.1 million in the table represents the amount available to repurchase shares under the share repurchase program as of December 31, 2024. We may repurchase shares of common stock through open market or privately negotiated transactions, block purchases, or pursuant to one or more Rule 10b5-1 plans.
The remaining $121.2 million in the table represents the amount available to repurchase shares under the share repurchase program as of December 31, 2025. We may repurchase shares of common stock through open market or privately negotiated transactions, block purchases, or pursuant to one or more Rule 10b5-1 plans.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information for Common Stock Our Class A common stock is listed on the New York Stock Exchange, or NYSE, under the ticker symbol “ZIP”.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information for Common Stock Our Class A common stock is listed on the NYSE under the ticker symbol “ZIP”.
There is no separate public trading market for our Class B common stock, which is convertible share for share at any time into Class A common stock. Holders of Record As of February 18, 2025, the approximate number of Class A and Class B common shareholders of record was 894 and 7, respectively.
There is no separate public trading market for our Class B common stock, which is convertible share for share at any time into Class A common stock. Holders of Record As of February 18, 2026, the approximate number of Class A and Class B common shareholders of record was 843 and 1, respectively.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table sets forth our consolidated results of operations for each of the periods presented: Year Ended December 31, 2024 2023 (in thousands) Revenue (1) $ 474,001 $ 645,722 Cost of revenue (2) 50,150 64,309 Gross profit 423,851 581,413 Operating expenses Sales and marketing (2)(3) 215,808 265,253 Research and development (2)(3) 134,831 141,801 General and administrative (2)(3)(4) 71,950 94,922 Total operating expenses 422,589 501,976 Income from operations 1,262 79,437 Other income (expense) Interest expense (29,597) (29,393) Other income (expense), net 21,838 20,506 Total other income (expense), net (7,759) (8,887) Income (loss) before income taxes (6,497) 70,550 Income tax expense 6,357 21,452 Net income (loss) $ (12,854) $ 49,098 ____________ (1) Revenue is comprised as follows: Year Ended December 31, 2024 2023 (in thousands) Subscription revenue $ 369,823 $ 508,384 Performance-based revenue 104,178 137,338 Total revenue $ 474,001 $ 645,722 59 Table of Contents (2) Includes stock-based compensation expense as follows: Year Ended December 31, 2024 2023 (in thousands) Cost of revenue $ 611 $ 660 Sales and marketing 10,647 12,537 Research and development 33,604 35,352 General and administrative (4) 19,591 35,686 Total stock-based compensation $ 64,453 $ 84,235 (3) Includes one-time charges resulting from our restructuring plan announced on May 31, 2023 to reduce our global workforce by approximately 20%.
Biggest changeA discussion regarding our financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which is available free of charge on the SEC’s website at http://www.sec.gov. 59 Table of Contents The following table sets forth our consolidated results of operations for each of the periods presented: Year Ended December 31, 2025 2024 (in thousands) Revenue (1) $ 448,952 $ 474,001 Cost of revenue (2) 48,272 50,150 Gross profit 400,680 423,851 Operating expenses Sales and marketing (2) 227,908 215,808 Research and development (2) 124,565 134,831 General and administrative (2) 67,565 71,950 Total operating expenses 420,038 422,589 Income (loss) from operations (19,358) 1,262 Other income (expense) Interest expense (29,629) (29,597) Other income (expense), net 18,369 21,838 Total other income (expense), net (11,260) (7,759) Loss before Income taxes (30,618) (6,497) Income tax expense 2,376 6,357 Net loss $ (32,994) $ (12,854) ____________ (1) Revenue is comprised as follows: Year Ended December 31, 2025 2024 (in thousands) Subscription revenue $ 345,155 $ 369,823 Performance-based revenue 103,797 104,178 Total revenue $ 448,952 $ 474,001 (2) Includes stock-based compensation expense as follows: Year Ended December 31, 2025 2024 (in thousands) Cost of revenue $ 425 $ 611 Sales and marketing 7,974 10,647 Research and development 22,715 33,604 General and administrative 16,532 19,591 Total stock-based compensation $ 47,646 $ 64,453 60 Table of Contents Comparison of the Years Ended December 31, 2025 and 2024 Revenue Year Ended December 31, 2025 2024 $ Change % Change (in thousands, except percentages) Total revenue $ 448,952 $ 474,001 $ (25,049) (5) % Revenue decreased by $25.0 million, or 5%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Research and Development Research and development expense consists of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for our research and development employees, amortization of capitalized software costs associated with the development of internal databases, candidate insights, and reporting that supports our marketplace technology and the cost of certain third-party service providers.
Research and Development Research and development expense consists of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for our research and development employees, amortization of capitalized software costs associated with the development of internal databases, candidate insights, reporting that supports our marketplace technology and the cost of certain third-party service providers.
The excess of purchase price over the fair values of net identifiable assets acquired and liabilities assumed is recorded as goodwill. Determining the fair values of assets acquired and liabilities assumed may require management to use significant judgment which includes the selection of valuation methodologies.
The excess of the purchase price over the fair values of net identifiable assets acquired and liabilities assumed is recorded as goodwill. Determining the fair values of assets acquired and liabilities assumed may require management to use significant judgment which includes the selection of valuation methodologies.
Components of Our Results of Operations Revenue We generate revenue primarily from fees paid by employers to post and distribute jobs in our marketplace, as well as multiple sites managed by Job Distribution Partners, which are third-party sites who have a relationship with us and advertise from our marketplace, and includes job boards, newspaper classifieds, search engines, social networks, talent communities and resume services.
Components of Our Results of Operations Revenue We generate revenue primarily from fees paid by employers to post and distribute jobs in our marketplace, as well as multiple sites managed by Job Distribution Partners, which are third-party sites who have a relationship with us and advertise from our marketplace, and includes job boards, search engines, social networks, talent communities and resume services.
Revenue from job posting enhancements is recognized as the customer uses the enhancements on its job postings. Resume database plans allow our customers to search and view resumes and revenue is recognized ratably over the subscription period. Performance-based revenue is recognized when a candidate clicks on or applies to a job distributed by ZipRecruiter on behalf of a customer.
Revenue from job posting enhancements is recognized as the customer uses the enhancements on its job postings. Resume database plans allow our customers to search and view resumes and revenue is recognized ratably over the subscription period. Performance-based revenue is recognized when a candidate clicks on a job distributed by ZipRecruiter on behalf of a customer.
Through December 31, 2024, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Through December 31, 2025, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Financing Activities For the year ended December 31, 2024, cash used in financing activities was $48.4 million which consisted of $40.3 million used for the repurchase of common stock and $13.6 million for the net settlement of taxes on equity awards, partially offset by $3.6 million of proceeds from the issuance of stock under the employee stock purchase plan, and $1.9 million of proceeds from the exercise of stock options.
For the year ended December 31, 2024, cash used in financing activities was $48.4 million which consisted of $40.3 million used for the repurchase of common stock and $13.6 million for the net settlement of taxes on equity awards, partially offset by $3.6 million of proceeds from the issuance of 66 Table of Contents stock under the employee stock purchase plan, and $1.9 million of proceeds from the exercise of stock options.
We will continue to invest in growing the number of job seekers in our marketplace that are either actively or passively open to evaluating new opportunities through a variety of acquisition strategies. 55 Table of Contents Investments in Technology The technology that drives high-quality matches between our job seekers and employers remains a significant investment priority.
We will continue to invest in growing the number of job seekers in our marketplace that are either actively or passively open to evaluating new opportunities through a variety of acquisition strategies. Investments in Technology The technology that drives high-quality matches between our job seekers and employers remains a significant investment priority.
We allocate a portion of overhead costs, such as rent, IT costs, supplies, and depreciation and amortization, to research and development expenses based on headcount. Research and development costs, other than software development costs qualifying for capitalization, are expensed as incurred. We believe continued investments in research and development are important to attain our strategic objectives.
We allocate a portion of overhead costs, such as rent, IT costs, supplies, and depreciation and 58 Table of Contents amortization, to research and development expenses based on headcount. Research and development costs, other than software development costs qualifying for capitalization, are expensed as incurred. We believe continued investments in research and development are important to attain our strategic objectives.
We determine revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of all performance obligations in the contract • Determination of the transaction price 66 Table of Contents • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the performance obligation or obligations are satisfied We identify enforceable revenue contracts when the terms are agreed to by the customer.
We determine revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of all performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the performance obligation or obligations are satisfied We identify enforceable revenue contracts when the terms are agreed to by the customer.
Our primary objectives in investing our excess cash reserves are to preserve capital, provide sufficient liquidity to satisfy both operational cash flow requirements and 69 Table of Contents potential strategic investment opportunities, and to obtain a reasonable or market rate of return on investments.
Our primary objectives in investing our excess cash reserves are to preserve capital, provide sufficient liquidity to satisfy both operational cash flow requirements and potential strategic investment opportunities, and to obtain a reasonable or market rate of return on investments.
As our matching technology learns more about job seekers’ preferences and attributes, our technology offers increasingly higher quality matches. We plan to continue to invest aggressively in our marketplace to improve functionality and drive growth for the foreseeable future.
As our matching technology learns more about job seekers’ preferences and attributes, our technology offers increasingly higher quality matches between job seekers and employers. We plan to continue to invest aggressively in our marketplace to improve functionality and drive growth for the foreseeable future.
While we believe our products and services continued to improve, providing more value for employers of all sizes by offering solutions with the best matching technology to help employers identify and recruit standout candidates, we saw a decline in employer spending on our marketplace products and services during the year ended December 31, 2024.
While we believe our products and services continued to improve, providing more value for employers of all sizes by offering solutions with leading matching technology to help employers identify and recruit standout candidates, we saw a decline in employer spending on our marketplace products and services during the year ended December 31, 2025.
Upon the occurrence of a change of control triggering event, we must offer to repurchase the senior unsecured notes at a repurchase price equal to 101% of the aggregate principal amount to be repurchased, and any accrued and unpaid interest.
Upon the occurrence of a change of control triggering event, we must offer to repurchase the senior unsecured 64 Table of Contents notes at a repurchase price equal to 101% of the aggregate principal amount to be repurchased, and any accrued and unpaid interest.
Sales and marketing costs are expensed as incurred. 57 Table of Contents We expect that sales and marketing expenses will increase or decrease on an absolute dollar basis as we adjust our highly variable sales and marketing spend budget throughout economic cycles to reallocate or conserve spend where we see the greatest returns.
Sales and marketing costs are expensed as incurred. We expect that sales and marketing expenses will decrease or increase on an absolute dollar basis as we adjust our highly variable sales and marketing spend budget throughout economic cycles to conserve or reallocate spend where we see the greatest returns.
Results of Operations A discussion regarding our financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023 is presented below.
Results of Operations A discussion regarding our financial condition and results of operations for fiscal year 2025 compared to fiscal year 2024 is presented below.
Such services enhance job postings by providing customers with a temporary boost in the prominence of their open jobs, expanding visibility to job postings by inviting strong fit potential candidates to apply to the job, or highlighting key attributes of job postings to make them stand out to job seekers.
Such services enhance job postings by providing customers with a temporary boost in the prominence of their open jobs, expanding visibility to job postings by inviting highly qualified potential candidates to apply to the job, or highlighting key attributes of job postings to make them stand out to job seekers.
Such services enhance job postings by providing customers with a temporary boost in the prominence of their job postings, expanding visibility to job postings by inviting strong fit potential candidates to apply to the job, or highlighting key attributes of job postings to make them stand out to job seekers.
Such services enhance job postings by providing customers with a temporary boost in the prominence of their job postings, expanding visibility to job postings by inviting highly qualified potential candidates to apply to the job, or highlighting key attributes of job postings to make them stand out to job seekers.
The fair value of restricted stock units, or RSUs, is estimated based on the fair value of our common stock. The fair value of our common stock is determined based on the New York Stock Exchange closing price on the date prior to the date of grant.
We estimate the fair value of restricted stock units, or RSUs, based on the fair value of our common stock. The fair value of our common stock is determined based on the New York Stock Exchange closing price on the date prior to the date of grant.
The credit facility has a maturity date of April 30, 2026 and bears interest at a rate based upon our Net Leverage Ratio.
The credit facility has a maturity date of April 30, 2026 and bears interest at a rate based upon our Net Leverage 63 Table of Contents Ratio.
These investments are included within cash and cash 64 Table of Contents equivalents and marketable securities within our Consolidated Balance Sheets. For more information, see Note 7 – Financial Instruments to the audited financial statements included in this report.
These investments are included within cash and cash equivalents and marketable securities within our Consolidated Balance Sheets. For more information, see Note 7 – Financial Instruments to the audited financial statements included in this report.
We consider all of our investments as available for use in current operations, including those with maturity dates beyond one year, and therefore classify these securities within current assets in our Consolidated Balance Sheets. As of December 31, 2024, we held $328.9 million in total investments, consisting of money market mutual funds and available-for-sale debt securities.
We consider all of our investments as available for use in current operations, including those with maturity dates beyond one year, and therefore classify these securities within current assets in our Consolidated Balance Sheets. As of December 31, 2025, we held $251.0 million in total investments, consisting of money market mutual funds and available-for-sale debt securities.
We 62 Table of Contents have financed our operations and capital expenditures primarily through cash generated from operations, sales of shares of common and preferred stock and from our senior unsecured notes, bank loans, and convertible notes. As of December 31, 2024, we had no amounts outstanding under our credit facility.
We have financed our operations and capital expenditures primarily through cash generated from operations, sales of shares of common and preferred stock and from our senior unsecured notes, bank loans, and convertible notes. As of December 31, 2025, we had no amounts outstanding under our credit facility.
For more information on the senior unsecured notes, please see Note 11 – Debt to the audited financial statements included in this report. Share Repurchase Program Our board of directors has authorized us to repurchase up to $650.0 million of our outstanding common stock, with no fixed expiration.
For more information on the senior unsecured notes, please see Note 11 – Debt to the audited financial statements included in this report. Share Repurchase Program As of December 31, 2025, our board of directors has authorized us to repurchase up to $750.0 million of our outstanding common stock, with no fixed expiration.
We expect that these expenses will continue to be our largest operating expense category for the foreseeable future as we continue to expand on our sales and marketing efforts over time.
We expect that these expenses will continue to be our largest operating expense category for the foreseeable future as we continue to invest in our sales and marketing efforts over time.
The amount available under the credit facility is reduced by letters of credit outstanding, which totaled $3.4 million as of December 31, 2024. The letters of credit outstanding relate to various leased office spaces.
The amount available under the credit facility is reduced by letters of credit outstanding, which totaled $2.3 million as of December 31, 2025. The letters of credit outstanding relate to various leased office spaces.
Resume database plans are priced based on how 67 Table of Contents many resumes the customer would like to view in a month and may be purchased independent of, or in addition to, a job posting plan. Resume database plans are billed in advance of the subscription period, which typically ranges from one to twelve months.
Resume database plans are priced based on how many resumes the customer would like to view in a month and may be purchased independent of, or in addition to, a job posting plan. Resume database plans are billed in advance of the subscription period, which typically ranges from one to twelve months. Revenue is recognized ratably over the subscription period.
The decrease of $20.5 million related to changes in our operating assets and liabilities was primarily driven by a $25.2 million decrease in our accrued expenses and other liabilities and accounts payable, a $6.7 million decrease in deferred revenue, and a $6.0 million decrease in operating lease liabilities, partially offset by a $14.4 million decrease in our accounts receivable.
The decrease of $14.1 million related to changes in our operating assets and liabilities was primarily driven by a $6.5 million decrease in our accrued expenses and other liabilities and accounts payable, a $3.4 million increase in our accounts receivable, a $3.3 million decrease in operating lease liabilities, a $1.1 million increase in prepaid expenses and other assets, and a $1.1 million decrease in deferred revenue, partially offset by a $0.7 million decrease in other assets and a $0.5 million decrease in deferred commissions.
We have invested in research and development to improve our matching technology and deliver a high-quality experience to employers and job seekers. In 2024 and 2023, we spent $134.8 million and $141.8 million, or 28% and 22% of total revenue, respectively, on research and development.
We have invested in research and development to improve our matching technology and deliver a high-quality experience to employers and job seekers. In 2025 and 2024, we spent $124.6 million and $134.8 million, respectively, or 28% of total revenue for both 2025 and 2024, on research and development.
We have made significant investments in our business to expand our employer and job seeker footprints, increase their engagement and enhance our datasets and machine learning. For the year ended December 31, 2024, our revenue was $474.0 million and we had a net loss of $12.9 million and Adjusted EBITDA of $78.0 million.
We have made significant investments in our business to expand our employer and job seeker footprints, increase their engagement and enhance our datasets and machine learning. For the year ended December 31, 2025, our revenue was $449.0 million and we had a net loss of $33.0 million and Adjusted EBITDA of $40.8 million.
Investing Activities For the year ended December 31, 2024, cash used in investing activities was $62.0 million resulting from $632.6 million used in purchases of marketable securities, $12.0 million paid for the Breakroom acquisition, net of cash acquired, and $8.6 million capitalized for software development costs, partially offset by $592.2 million received from paydowns, maturities and redemptions of marketable securities. 65 Table of Contents For the year ended December 31, 2023, cash provided by investing activities was $106.7 million resulting from $538.7 million received from paydowns, maturities and redemptions of marketable securities, partially offset by $421.3 million used in purchases of marketable securities and an increase in capitalized software development costs of $9.7 million.
For the year ended December 31, 2024, cash used in investing activities was $62.0 million resulting from $632.6 million used in purchases of marketable securities, $12.0 million paid for the Breakroom acquisition, net of cash acquired, and $8.6 million capitalized for software development costs, partially offset by $592.2 million received from paydowns, maturities and redemptions of marketable securities.
Our effective tax rate in the years ended December 31, 2024 and 2023 was (97.8)% and 30.4%, respectively.
Our effective tax rate in the years ended December 31, 2025 and 2024 was (7.8)% and (97.8)%, respectively.
Cost of Revenue and Gross Profit Cost of Revenue Cost of revenue consists of third-party hosting fees, credit card processing fees, personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for customer support employees, partner revenue share amounts, job distribution costs from performance-based revenue, and amortization of capitalized software costs associated with our marketplace technology to provide services for our customers.
For a description of our revenue accounting policies, see the section titled “ Critical Accounting Policies and Estimates” below. 57 Table of Contents Cost of Revenue and Gross Profit Cost of Revenue Cost of revenue consists of third-party hosting fees, credit card processing fees, personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for customer support employees, partner revenue share amounts, job distribution costs from performance-based revenue, and amortization of capitalized software costs associated with our marketplace technology to provide services for our customers.
For a definition of Adjusted EBITDA, an explanation of our management’s use of this measure and a reconciliation of net income (loss) to Adjusted EBITDA, see the section titled “Key Operating Metrics and Non-GAAP Financial Measures.” 51 Table of Contents KEY OPERATING METRICS AND NON-GAAP FINANCIAL MEASURES In addition to the measures presented in our consolidated financial statements, we use the following key operating metrics and non-GAAP financial measures to identify trends affecting our business, formulate business plans, and make strategic decisions: March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 Quarterly Paid Employers 105,948 101,634 89,668 70,712 71,572 70,458 65,222 57,833 Revenue per Paid Employer $ 1,734 $ 1,677 $ 1,736 $ 1,922 $ 1,708 $ 1,755 $ 1,795 $ 1,920 Year Ended December 31, 2024 2023 (in thousands, except percentages) Adjusted EBITDA $ 78,006 $ 175,296 Adjusted EBITDA margin 16 % 27 % Quarterly Paid Employers We quantify the revenue-generating customer base as the number of Paid Employers in our marketplace.
For a definition of Adjusted EBITDA, an explanation of our management’s use of this measure and a reconciliation of net income (loss) to Adjusted EBITDA, see the section titled “Key Operating Metrics and Non-GAAP Financial Measures.” 52 Table of Contents KEY OPERATING METRICS AND NON-GAAP FINANCIAL MEASURES In addition to the measures presented in our consolidated financial statements, we use the following key operating metrics and non-GAAP financial measures to identify trends affecting our business, formulate business plans, and make strategic decisions: March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025 June 30, 2025 September 30, 2025 December 31, 2025 Quarterly Paid Employers 71,572 70,458 65,222 57,833 63,466 66,302 66,959 59,104 Revenue per Paid Employer $ 1,708 $ 1,755 $ 1,795 $ 1,920 $ 1,734 $ 1,693 $ 1,717 $ 1,889 Year Ended December 31, 2025 2024 (in thousands, except percentages) Adjusted EBITDA $ 40,750 $ 78,006 Adjusted EBITDA margin 9 % 16 % Quarterly Paid Employers We quantify the revenue-generating customer base as the number of Paid Employers in our marketplace.
Gross margin was 89% and 90% for the years ended December 31, 2024 and December 31, 2023, respectively, reflecting our continued commitment to operational efficiencies and maintaining costs proportionate to revenue.
Gross margin was 89% for both the years ended December 31, 2025 and December 31, 2024, reflecting our continued commitment to maintaining costs proportionate to revenue.
Adjusted EBITDA is not intended to be a substitute for any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.
In addition, these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance. Adjusted EBITDA is not intended to be a substitute for any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.
In the fourth quarter of the year ended December 31, 2024, Revenue per Paid Employer remained flat when compared to the fourth quarter of the year ended December 31, 2023.
In the fourth quarter of the year ended December 31, 2025, Revenue per Paid Employer decreased 2% when compared to the fourth quarter of the year ended December 31, 2024.
Liquidity and Capital Resources As of December 31, 2024, we had cash, cash equivalents, and marketable securities totaling $505.9 million and $286.6 million available in unused borrowing capacity under our current credit facility.
Liquidity and Capital Resources As of December 31, 2025, we had cash, cash equivalents, and marketable securities totaling $409.1 million and $287.7 million available in unused borrowing capacity under our current credit facility.
We believe the return on these investments will create operating leverage over time while continuing to drive top-line growth. Seasonality Our business is seasonal, reflecting typical behavior in hiring markets. Hiring activity tends to decelerate in the fourth quarter. During the second half of 2022, we saw revenue declines of 5% and 7% in the third and fourth quarters, respectively.
We believe the return on these investments will create operating leverage over time while continuing to drive top-line growth. Seasonality Our business is seasonal, reflecting typical behavior in hiring markets. Hiring activity tends to decelerate in the fourth quarter.
Cash Flows The following table summarizes our cash flows for the periods presented (in thousands): Year Ended December 31, 2024 2023 (in thousands) Net cash provided by operating activities $ 45,735 $ 103,192 Net cash provided by (used in) investing activities (61,983) 106,736 Net cash used in financing activities (48,363) (154,265) Net increase (decrease) in cash and cash equivalents $ (64,611) $ 55,663 Operating Activities The primary source of operating cash inflows is cash collected from our customers for our services.
Cash Flows The following table summarizes our cash flows for the periods presented (in thousands): Year Ended December 31, 2025 2024 (in thousands) Net cash provided by operating activities $ 10,958 $ 45,735 Net cash provided by (used in) investing activities 65,091 (61,983) Net cash used in financing activities (106,453) (48,363) Net decrease in cash and cash equivalents $ (30,404) $ (64,611) 65 Table of Contents Operating Activities The primary source of operating cash inflows is cash collected from our customers for our services.
We determine the standalone selling prices based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, the products sold, and the number and types of users within our contracts. Revenue is recognized as performance obligations are satisfied and is presented net of sales allowances.
We determine the standalone selling prices based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, the products sold, and the number and types of users within our contracts.
The effective tax rate for the year ended December 31, 2024 differed from the U.S. federal statutory rate of 21% primarily due to research and development tax credits, partially offset by state taxes, valuation allowances on certain tax credit and loss carryforwards, and non-deductible expenses such as limitations on the amount of deductible executive compensation and certain stock based compensation expenses.
The effective tax rate for the year ended December 31, 2025 differed from the U.S. federal statutory rate of 21% primarily due to certain non-deductible stock based compensation expenses, certain executive compensation expenses subject to limitation, changes in unrecognized tax benefits, and valuation allowances on certain tax carryforwards, partially offset by research and development tax credits.
Changes in our assessment may result in the recognition of a tax benefit or an additional charge to the tax provision in the period our assessment changes. We recognize interest and penalties related to income tax matters in income tax expense.
Changes in our assessment may result in the recognition of a tax benefit or an additional charge to the tax provision in the period our assessment changes.
We believe Adjusted EBITDA and Adjusted EBITDA margin are helpful to investors, analysts and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition, these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.
Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA for a period by revenue for the same period. We believe Adjusted EBITDA and Adjusted EBITDA margin are helpful to investors, analysts and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical financial periods.
Our nonrefundable subscriptions are typically subject to renewal at the end of the subscription term. 56 Table of Contents Our upsell services complement or expand visibility to job posting plans and are typically sold on a subscription basis.
Our nonrefundable subscriptions are typically subject to renewal at the end of the subscription term. Our upsell services complement or expand visibility to job posting plans and are typically sold on a subscription basis. Upsell services revenue is recognized ratably over the term of the agreement beginning on the date the upsell services are made available to the customer.
ZipRecruiter is free to use for job seekers. Job seekers come to ZipRecruiter in search of their next opportunity. After establishing a profile, job seekers are able to apply to jobs with a single click.
ZipRecruiter is free to use for job seekers. Job seekers come to ZipRecruiter in search of their next opportunity. After establishing a profile, job seekers are able to apply to jobs with a single click. Our artificial intelligence-powered platform curates jobs and helps job seekers discover new opportunities and stand out to employers.
Investments We maintain an investment portfolio of highly rated debt securities and money market mutual funds to manage our excess cash reserves.
We recognize interest and penalties related to income tax matters in income tax expense. 69 Table of Contents Investments We maintain an investment portfolio of highly rated debt securities and money market mutual funds to manage our excess cash reserves.
We expect our gross margin to remain relatively flat from year to year but may vary from quarter to quarter as a percentage of our revenue due to the timing and extent of these expenses.
We expect our gross margin to remain relatively flat from year to year but may vary from quarter to quarter as a percentage of our revenue due to the timing and extent of these expenses. Costs and Operating Expenses Sales and Marketing Marketing and advertising expense includes advertising, online lead generation, customer and industry events, and candidate acquisition.
Interest on the senior unsecured notes is payable semi-annually in arrears on January 15 and July 15 of each year. The Indenture contains certain customary negative covenants, including, but not limited to, limitations on the incurrence of debt, limitations on liens, limitations on consolidations or mergers, and limitations on asset sales. The Indenture also contains customary events of default.
The Indenture contains certain customary negative covenants, including, but not limited to, limitations on the incurrence of debt, limitations on liens, limitations on consolidations or mergers, and limitations on asset sales. The Indenture also contains customary events of default.
Current tax liabilities and assets are recognized for the estimated taxes payable or refundable, respectively, on the tax returns for the current year.
Income Taxes We account for income taxes in accordance with Accounting Standards Codification 740, Income Taxes . Current tax liabilities and assets are recognized for the estimated taxes payable or refundable, respectively, on the tax returns for the current year.
For more information on the credit facility, please see Note 11 – Debt to the audited financial statements included in this report.
For more information on deferred commission costs, please see Note 5 – Revenue Information to the audited financial statements included in this report.
Impact of Macroeconomic Conditions We had a lower number of Quarterly Paid Employers in our marketplace in the fourth quarter of the year ended December 31, 2024 compared to the fourth quarter of the year ended December 31, 2023.
Despite the continued uncertainty in the labor market, we had a higher number of Quarterly Paid Employers in our marketplace in the fourth quarter of the year ended December 31, 2025 compared to the fourth quarter of the year ended December 31, 2024.
For the year ended December 31, 2023, cash provided by operating activities was $103.2 million resulting from our net income of $49.1 million, adjusted by non-cash charges of $74.6 million and a net decrease of $20.5 million in our operating assets and liabilities.
For the year ended December 31, 2025, cash provided by operating activities was $11.0 million resulting from our net loss of $33.0 million, adjusted by non-cash charges of $58.1 million and a net decrease of $14.1 million in our operating assets and liabilities.
Our effective tax rate for the year ended December 31, 2023 differed from the U.S. federal statutory rate of 21% primarily due to state taxes, state valuation allowances on certain tax credit carryforwards, and non-deductible expenses such as limitations on the amount of deductible executive compensation partially offset by research and development tax credits and a reduction in our Israeli subsidiary’s statutory tax rate for years 2020 through 2023.
Our effective tax rate for the year ended December 31, 2025 differed from the U.S. federal statutory rate of 21% primarily due to certain non-deductible stock based compensation expenses, certain executive compensation expenses subject to limitation, changes in unrecognized tax benefits, and valuation allowances on certain tax carryforwards, partially offset by research and development tax credits.
The decrease in income tax expense is primarily due to the impact of a decrease in pre-tax income on federal and state taxes and a reduction in executive compensation limitations partly offset by a decrease in tax benefits from operating losses and research and development tax credits, net of valuation allowances, and a decrease in benefits from foreign taxes related to a reduction in our Israeli subsidiary’s statutory tax rate for years 2020 through 2023.
The decrease in income tax expense is primarily due to the impact of a decrease in pre-tax income on federal and state taxes partially offset by an increase in executive compensation limitations and a decrease in tax benefits from research and development tax credits, net of valuation allowances.
For the year ended December 31, 2023, our revenue was $645.7 million and we generated net income of $49.1 million and Adjusted EBITDA of $175.3 million. Adjusted EBITDA is a financial measure not presented in accordance with GAAP.
For the year ended December 31, 2024, our revenue was $474.0 million and we had a net loss of $12.9 million and Adjusted EBITDA of $78.0 million. Adjusted EBITDA is a financial measure not presented in accordance with GAAP.
In addition, we allocate a portion of overhead costs, such as rent, IT costs, supplies, and depreciation and amortization, to general and administrative expense based on headcount.
In addition, we allocate a portion of overhead costs, such as rent, IT costs, supplies, and depreciation and amortization, to general and administrative expense based on headcount. Interest Expense Interest expense consists of interest costs associated with our outstanding borrowings, undrawn fees associated with our credit facility, and amortization of issuance costs for our credit facility and senior unsecured notes.
Sales and Marketing Year Ended December 31, 2024 2023 $ Change % Change (in thousands, except percentages) Sales and marketing $ 215,808 $ 265,253 $ (49,445) (19) % Percentage of revenue 46 % 41 % Sales and marketing expenses decreased by $49.4 million, or 19%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Sales and Marketing Year Ended December 31, 2025 2024 $ Change % Change (in thousands, except percentages) Sales and marketing $ 227,908 $ 215,808 $ 12,100 6 % Percentage of revenue 51 % 46 % Sales and marketing expenses increased by $12.1 million, or 6%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Customers that use performance-based revenue plans are typically companies with consistent hiring needs and sophisticated recruitment campaigns where they manage incoming applications and job postings on their own applicant tracking systems.
Customers that use performance-based revenue plans are typically companies with consistent hiring needs and sophisticated recruitment campaigns where they manage incoming applications and job postings on their own applicant tracking systems. 68 Table of Contents Performance-based revenue is typically billed monthly, in arrears, and revenue is recognized as job applicants click on the distributed job postings, up to the contractual maximum per recruitment campaign.
For more information, see Note 15 – Share Repurchase Program to the audited financial statements included in this report. Investments During the year ended December 31, 2024, we continued investing in highly rated debt securities and money market mutual funds to manage our excess cash reserves.
Investments During the year ended December 31, 2025, we continued investing primarily in highly rated debt securities and money market mutual funds to manage our excess cash reserves.
The senior unsecured notes were issued pursuant to an indenture dated as of January 12, 2022, or the Indenture. Pursuant to the Indenture, the senior unsecured notes will mature on January 15, 2030 and bear interest at a rate of 5% per year.
Pursuant to the Indenture, the senior unsecured notes will mature on January 15, 2030 and bear interest at a rate of 5% per year. Interest on the senior unsecured notes is payable semi-annually in arrears on January 15 and July 15 of each year.
As a result of our advancements with matching, we delivered over 40 million Great Match candidates in 2024, an increase of 6% over the prior year. 54 Table of Contents Average Monthly Revenue per Paid Employer by Employer Cohort Start Year Satisfied employers continue to expand their relationship with us in terms of additional jobs and tenure in our marketplace.
Average Monthly Revenue per Paid Employer by Employer Cohort Start Year 55 Table of Contents Satisfied employers continue to expand their relationship with us in terms of additional jobs and tenure in our marketplace.
We allocate a portion of overhead costs, such as rent, IT costs, supplies, and depreciation and amortization, to sales and marketing expense based on headcount.
Other sales and marketing expense consists of personnel-related costs (including salaries, sales commissions, bonuses, benefits, and stock-based compensation) for our sales and marketing employees, marketing activities, and related allocated overhead costs. We allocate a portion of overhead costs, such as rent, IT costs, supplies, and depreciation and amortization, to sales and marketing expense based on headcount.
Cost of Revenue and Gross Margin Year Ended December 31, 2024 2023 $ Change % Change (in thousands, except percentages) Cost of revenue $ 50,150 $ 64,309 $ (14,159) (22) % Gross margin 89 % 90 % Cost of revenue decreased by $14.2 million, or 22%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to a decrease of $4.0 million in credit card processing fees, a decrease of $3.5 million in job distribution costs from performance-based revenue, a decrease of $2.8 million in third-party hosting fees, and a decrease of $2.7 million in partner revenue 60 Table of Contents share.
Cost of Revenue and Gross Margin Year Ended December 31, 2025 2024 $ Change % Change (in thousands, except percentages) Cost of revenue $ 48,272 $ 50,150 $ (1,878) (4) % Gross margin 89 % 89 % Cost of revenue decreased by $1.9 million, or 4%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to a decrease of $2.1 million in partner revenue share and a decrease of $1.0 million in IT overhead costs, partially offset by an increase of $1.8 million in job distribution costs from performance-based revenue.
For performance-based revenue, our customers pay an amount per click or per job application usually capped at a contractual maximum per job recruitment campaign. For a description of our revenue accounting policies, see the section titled “ Critical Accounting Policies and Estimates” below.
For performance-based revenue, our customers pay an amount per click usually capped at a contractual maximum per job recruitment campaign.
For the year ended December 31, 2023, cash used in financing activities was $154.3 million which consisted of $147.6 million used for the repurchase of common stock, and $17.4 million for the net settlement of taxes on RSUs, partially offset by $6.4 million of proceeds from the issuance of stock under the employee stock purchase plan, and $4.3 million of proceeds from the exercise of stock options.
Financing Activities For the year ended December 31, 2025, cash used in financing activities was $106.5 million which consisted of $102.1 million used for the repurchase of common stock, $7.9 million for the net settlement of taxes on equity awards, and $0.9 million for the payment of acquisition-related non-employee investor holdback consideration, partially offset by $2.8 million of proceeds from the exercise of stock options and $1.7 million of proceeds from the issuance of stock under the employee stock purchase plan.
Research and Development Year Ended December 31, 2024 2023 $ Change % Change (in thousands, except percentages) Research and development $ 134,831 $ 141,801 $ (6,970) (5) % Percentage of revenue 28 % 22 % Research and development expenses decreased by $7.0 million, or 5%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by one-time restructuring costs of $3.2 million related to our May 2023 reduction in force incurred during the year ended December 31, 2023, as well as a $2.3 million decrease in personnel-related costs and a $1.7 million decrease in stock-based compensation expense for our research and development employees corresponding with lower headcount in the current-year period.
Research and Development Year Ended December 31, 2025 2024 $ Change % Change (in thousands, except percentages) Research and development $ 124,565 $ 134,831 $ (10,266) (8) % Percentage of revenue 28 % 28 % Research and development expenses decreased by $10.3 million, or 8%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily driven by a $10.9 million decrease in stock-based compensation expense for our research and development employees corresponding with lower headcount in the current-year period as well as a lower grant date fair value of equity awards recognized as expense in the current period.
Recent Accounting Pronouncements See Note 2 – Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies to the audited financial statements included in this report for more information. 70 Table of Contents
Our estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. 70 Table of Contents Recent Accounting Pronouncements See Note 2 – Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies to the audited financial statements included in this report for more information.
During the year ended December 31, 2024, we recorded an incremental valuation allowance of $3.9 million against the deferred tax assets associated with carried forward California Research and Development Credits as we believe that it is more likely than not that we will not generate sufficient California sourced taxable income in future years to utilize that deferred tax asset and additionally established a valuation allowance against certain historic operating losses of foreign entities.
During the year ended December 31, 2025, we recorded an incremental valuation allowance of $1.4 million against our deferred tax assets in jurisdictions in which we believe that it is more likely than not that we will not generate sufficient taxable income in future years to utilize the corresponding deferred tax asset.
We derive our revenues from the following sources: Subscription Revenue Subscription revenue consists of time-based job posting plans, upsells which complement or expand visibility and prominence to job posting plans, and resume database plans. Plans are priced at a flat rate based on plan size and whether the plan is for a daily, monthly, or annual term.
Revenue is recognized as performance obligations are satisfied and is presented net of sales allowances. 67 Table of Contents We derive our revenues from the following sources: Subscription Revenue Subscription revenue consists of time-based job posting plans, upsells which complement or expand visibility and prominence to job posting plans, and resume database plans.
This group of employers excluded from our Paid Employer count does not contribute a significant amount of revenue. In the fourth quarter of the year ended December 31, 2024, Quarterly Paid Employers decreased when compared to the fourth quarter of the year ended December 31, 2023.
This group of employers excluded from our Paid Employer count does not contribute a significant amount of revenue.
Revenue is recognized ratably over the subscription period. Performance-Based Revenue Performance-based revenue consists of customers who pay on a per click by job applicant or per job application basis for the job postings they wish to distribute through our software.
Performance-Based Revenue Performance-based revenue consists of customers who pay on a per click by job applicant basis for the job postings they wish to distribute through our software. Customers pay an amount per click that is usually capped at a contractual maximum per recruitment campaign, with campaigns typically lasting from one to three months.
Customer contracts are typically subject to renewal at the end of the subscription term. Contracts are only cancelable at the end of the term and are nonrefundable.
Plans are priced at a flat rate based on plan size and whether the plan is for a daily, monthly, or annual term. Customer contracts are typically subject to renewal at the end of the subscription term. Contracts are only cancelable at the end of the term and are nonrefundable.
The non-cash charges primarily resulted from $84.2 million for stock-based compensation expense, $11.6 million pertaining to amortization of intangible assets and depreciation, and $4.2 million pertaining to non-cash lease expense, partially offset by $18.4 million related to the change in our deferred tax assets driven by an increase to our current year capitalization of software and research costs from a tax perspective partially offset by a decrease in our operating loss and tax credit carryforwards, net of valuation allowances, and $11.3 million in amortization and accretion of marketable securities.
The non-cash charges primarily resulted from $47.6 million for stock-based compensation expense, $12.5 million pertaining to amortization of intangible assets and depreciation, and $3.1 million pertaining to non-cash lease expense, partially offset by $6.9 million in amortization and accretion of marketable securities, and $1.8 million related to the change in our deferred income taxes.
We have no amounts outstanding under the credit facility and are in compliance with our debt covenants as of December 31, 2024. 63 Table of Contents Senior Unsecured Notes On January 12, 2022, we issued an aggregate principal amount of $550.0 million senior unsecured notes due 2030 in a private placement.
Senior Unsecured Notes On January 12, 2022, we issued an aggregate principal amount of $550.0 million senior unsecured notes due 2030 in a private placement. The senior unsecured notes were issued pursuant to an indenture dated as of January 12, 2022, or the Indenture.
Customers pay an amount per click or per application that is usually capped at a contractual maximum per recruitment campaign, with campaigns typically lasting from one to three months. Customers on this pricing model do not have access to our applicant tracking software for subscription customers though they may purchase resume database subscription plans separately.
Customers on this pricing model do not have access to our applicant tracking software for subscription customers though they may purchase resume database subscription plans separately.
Adjusted EBITDA and Adjusted EBITDA Margin We define Adjusted EBITDA as our net income (loss) before interest expense, other (income) expense, net, income tax expense (benefit), and depreciation and amortization, adjusted to eliminate 52 Table of Contents stock-based compensation expense. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA for a period by revenue for the same period.
While we believe our products and services continued to improve and offered more value for employers of all sizes, we saw a 2% year-over-year decrease as hiring demand remains more muted. 53 Table of Contents Adjusted EBITDA and Adjusted EBITDA Margin We define Adjusted EBITDA as our net income (loss) before interest expense, other income (expense), net, income tax expense (benefit), and depreciation and amortization, adjusted to eliminate stock-based compensation expense.
The decrease was also driven by a decrease of $18.7 million in personnel-related costs and a decrease of $1.9 million in stock-based compensation for our sales and marketing employees corresponding with lower headcount in the current-year period.
Stock-based compensation expense for our sales and marketing employees also decreased by $2.7 million primarily driven by a lower grant date fair value of equity awards recognized as expense in the current period as well as lower headcount.
Upsell services revenue is recognized ratably over the term of the agreement beginning on the date the upsell services are made available to the customer. Additionally, upsell services include job posting enhancements which are applied to individual job postings.
Additionally, upsell services include job posting enhancements which are applied to individual job postings.
In 2024, installs for our #1 rated job seeker app for iOS and Android grew by more than 25% year-over-year, and organic visits from job seekers grew by 30% over 2023. We believe that this is a testament to our high aided brand awareness and superior job seeker products.
We believe that our unique product offering and investments in media campaigns are why we have been the #1 rated job search app on iOS and Android for the past nine years 1 . We believe that this is a testament to our high aided brand awareness and superior job seeker products.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

171 edited+24 added−23 removed178 unchanged
Biggest changeConsolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities Net income (loss) $ (12,854) $ 49,098 $ 61,494 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Stock-based compensation expense 64,398 84,235 76,956 Depreciation and amortization 12,291 11,624 10,682 Provision for bad debts 185 2,736 3,904 Deferred income taxes (15,531) (18,397) (624) Non-cash lease expense 3,969 4,212 4,433 Amortization and accretion of marketable securities (10,649) (11,320) (2,512) Other 3,645 1,548 3,334 Change in operating assets and liabilities: Accounts receivable 3,686 14,438 (6,668) Prepaid expenses and other assets (132) 2,261 (2,555) Deferred commissions 1,991 498 (1,032) Other assets 767 246 1,803 Accounts payable (1,383) (9,336) (3,579) Accrued expenses and other liabilities 2,767 (15,884) (19,161) Accrued interest 29 — 12,705 Deferred revenue (2,118) (6,726) (3,671) Operating lease liabilities (5,326) (6,041) (6,701) Net cash provided by operating activities 45,735 103,192 128,808 Cash flows from investing activities Purchases of property and equipment (922) (918) (2,692) Acquisition of business, net of cash acquired (12,040) — — Capitalized internal-use software costs (8,609) (9,744) (7,852) Purchases of marketable securities (632,600) (421,294) (367,055) Sales of marketable securities — — 861 Paydowns, maturities, and redemptions of marketable securities 592,188 538,692 25,604 Net cash provided by (used in) investing activities (61,983) 106,736 (351,134) Cash flows from financing activities Proceeds from issuance of senior unsecured notes — — 550,000 Payment of senior unsecured notes’ issuance fees — — (9,378) Repurchase of common stock (40,346) (147,565) (339,256) Proceeds from exercise of stock options 1,944 4,271 4,747 Payments of tax withholdings on net settlement of equity awards (13,586) (17,352) (19,157) Proceeds from issuance of stock under employee stock purchase plan 3,625 6,381 8,129 Net cash provided by (used in) financing activities (48,363) (154,265) 195,085 Net increase (decrease) in cash and cash equivalents (64,611) 55,663 (27,241) Cash and cash equivalents Beginning of period 283,043 227,380 254,621 End of period $ 218,432 $ 283,043 $ 227,380 Supplemental disclosure of cash flow information Income taxes paid $ 18,010 $ 25,569 $ 14,743 Interest paid 28,149 28,121 14,602 The accompanying notes are an integral part of these consolidated financial statements. 80 Table of Contents ZipRecruiter, Inc.
Biggest changeConsolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities Net income (loss) $ (32,994) $ (12,854) $ 49,098 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Stock-based compensation expense 47,646 64,398 84,235 Depreciation and amortization 12,462 12,291 11,624 Provision for bad debts 1,140 185 2,736 Deferred income taxes (1,843) (15,531) (18,397) Non-cash lease expense 3,070 3,969 4,212 Amortization and accretion of marketable securities (6,936) (10,649) (11,320) Other 2,566 3,645 1,548 Change in operating assets and liabilities: Accounts receivable (3,352) 3,686 14,438 Prepaid expenses and other assets (1,120) (132) 2,261 Deferred commissions 473 1,991 498 Other assets 704 767 246 Accounts payable (1,372) (1,383) (9,336) Accrued expenses and other liabilities (5,128) 2,767 (15,884) Accrued interest (2) 29 — Deferred revenue (1,088) (2,118) (6,726) Operating lease liabilities (3,268) (5,326) (6,041) Net cash provided by operating activities 10,958 45,735 103,192 Cash flows from investing activities Purchases of property and equipment (1,078) (922) (918) Acquisition of business, net of cash acquired — (12,040) — Capitalized internal-use software costs (6,397) (8,609) (9,744) Purchases of marketable securities (525,114) (632,600) (421,294) Sales of marketable securities 983 — — Paydowns, maturities, and redemptions of marketable securities 596,697 592,188 538,692 Net cash provided by (used in) investing activities 65,091 (61,983) 106,736 Cash flows from financing activities Repurchase of common stock (102,105) (40,346) (147,565) Proceeds from exercise of stock options 2,842 1,944 4,271 Payments of tax withholdings on net settlement of equity awards (7,927) (13,586) (17,352) Proceeds from issuance of stock under employee stock purchase plan 1,665 3,625 6,381 Payment of acquisition-related non-employee investor holdback consideration (928) — — Net cash used in financing activities (106,453) (48,363) (154,265) Net increase (decrease) in cash and cash equivalents (30,404) (64,611) 55,663 Cash and cash equivalents Beginning of period 218,432 283,043 227,380 End of period $ 188,028 $ 218,432 $ 283,043 Supplemental disclosure of cash flow information Interest paid $ 28,227 $ 28,149 $ 28,121 Income taxes paid (prior to adoption of ASU 2023-09) — 18,010 25,569 Income taxes paid (subsequent to adoption of ASU 2023-09) Federal $ — $ — $ — State and local (1) 2,643 — — Foreign (1) 1,418 — — Total income taxes paid (subsequent to adoption of ASU 2023-09) 4,061 — — Supplemental disclosure of non-cash activities Operating lease right-of-use assets obtained in exchange for operating lease liabilities 7,148 1,248 744 ____________ (1) During the year ended December 31, 2025, jurisdictions comprising greater than 5% of total income taxes paid (net of refunds received) included the United Kingdom at $0.9 million, New York State at $0.9 million, Texas at $0.5 million, Israel at $0.5 million, New Jersey at $0.3 million, and New York City at $0.3 million.
Individual job posting enhancements may be purchased by a customer when needed, or in recurring monthly prepaid bundles to complement their job posting subscription plan, and are billed in advance of use. Typically 83 Table of Contents ZipRecruiter, Inc. Notes to the Consolidated Financial Statements these prepaid bundles can be used over a period ranging from one to twelve months.
Individual job posting enhancements may be purchased by a customer when needed, or in recurring prepaid monthly bundles to complement their job posting subscription plan, and are billed in advance of 83 Table of Contents ZipRecruiter, Inc. Notes to the Consolidated Financial Statements use. Typically these prepaid bundles can be used over a period ranging from one to twelve months.
If the Company has an accumulated deficit, all excess of repurchase price over par value for shares repurchased is allocated first to additional paid-in capital, to the extent the Company has additional paid-in capital, until depleted, and then to accumulated deficit in the Company’s Consolidated Statements of Changes in Stockholders' Equity.
If the Company has an accumulated deficit, all excess of repurchase price over par value for shares repurchased is allocated first to additional paid-in capital, to the extent the Company has additional paid-in capital, until depleted, and then to accumulated deficit in the Company’s Consolidated Statements of Changes in Stockholders' Equity (Deficit).
If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, then the reasonably possible loss is disclosed. Due to the inherent complexity and uncertainty of these matters and judicial process in certain jurisdictions, the final outcome may be materially different from the Company’s expectations.
If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, then the reasonably possible loss is disclosed. Due to the inherent complexity and uncertainty of these matters and the judicial process in certain jurisdictions, the final outcome may be materially different from the Company’s expectations.
All awards currently are granted from the 2021 Plan. However, the Prior Plans continue to govern the terms and conditions of the outstanding awards previously granted under the 2012 Plan and 2014 Plan.
All awards currently are granted from the 2021 Plan. However, the Prior Plans continue to govern the terms and conditions of the outstanding awards previously granted under the 2012 Plan and the 2014 Plan.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 73 Consolidated Balance Sheets 76 Consolidated Statements of Operations 77 Consolidated Statements of Comprehensive Income ( Loss) 78 Consolidated Statements of Changes in Stockholders’ Equity 79 Consolidated Statements of Cash Flows 80 Notes to Consolidated Financial Statements 81 72 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of ZipRecruiter, Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 73 Consolidated Balance Sheets 76 Consolidated Statements of Operations 77 Consolidated Statements of Comprehensive Income (Loss) 78 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) 79 Consolidated Statements of Cash Flows 80 Notes to Consolidated Financial Statements 81 72 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of ZipRecruiter, Inc.
The Company estimates the fair value of employee stock-based compensation awards on the grant date and recognizes forfeitures as they occur. The Company has elected to treat stock-based compensation awards with graded vesting schedules and only time-based service conditions as a single award and recognizes stock-based compensation on a straight-line basis over the requisite service period.
The Company estimates the fair value of employee stock-based compensation awards on the grant date and recognizes forfeitures as they occur. The Company has elected to treat stock-based compensation awards with graded vesting schedules and only time-based service conditions as a single award and recognizes stock-based compensation expense on a straight-line basis over the requisite service period.
On July 8 2024, the Company entered into a supplement to the Credit Agreement, which increased the aggregate revolving commitments available under the Credit Agreement from $250.0 million to $290.0 million. The Company had no amounts outstanding under the Credit Agreement and was in compliance with the financial covenants as of December 31, 2024.
On July 8, 2024, the Company entered into a supplement to the Credit Agreement, which increased the aggregate revolving commitments available under the Credit Agreement from $250.0 million to $290.0 million. The Company had no amounts outstanding under the Credit Agreement and was in compliance with the financial covenants as of December 31, 2025.
We have experienced, and will continue to experience, fluctuations in our net income as a result of transaction gains and losses related to the remeasurement of our asset and liability balances that are denominated in currencies other than the U.S. Dollar.
We have experienced, and will continue to experience, fluctuations in our net income (loss) as a result of transaction gains and losses related to the remeasurement of our asset and liability balances that are denominated in currencies other than the U.S. Dollar.
Goodwill is primarily attributable to the workforce of the acquired business and benefits related to expanded market opportunities from integrating Breakroom’s technology with the Company’s marketplace offerings. All of the goodwill was assigned to the Company’s single reporting unit and is not deductible for tax purposes.
Goodwill was primarily attributable to the workforce of the acquired business and benefits related to expanded market opportunities from integrating Breakroom’s technology with the Company’s marketplace offerings. All of the goodwill was assigned to the Company’s single reporting unit and was not deductible for tax purposes.
The Company has presented “Shares withheld related to net share settlement” in its Consolidated Statements of Changes in Stockholders' Equity as a reduction, separate from the total number of shares issued upon vesting and settlement.
The Company has presented “Shares withheld related to net share settlement” in its Consolidated Statements of Changes in Stockholders' Equity (Deficit) as a reduction, separate from the total number of shares issued upon vesting and settlement.
These procedures also included, among others, (i) evaluating performance-based and certain subscription revenue transactions by testing the completeness, accuracy and occurrence of revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents, such as customer order information, customer contracts, invoices, evidence of performance, and cash receipts, (ii) for performance-based revenue transactions, confirming a sample of outstanding customer invoice balances as of December 31, 2024 and, for confirmations not returned, as well as for certain subscription revenue transactions, obtaining and inspecting source documents, such as invoices, evidence of performance, and cash receipts, and (iii) for other subscription revenue transactions, developing an independent expectation of revenue from credit 74 Table of Contents card transactions based on cash receipts from credit card processors and comparing the result to revenue recognized. /s/ PricewaterhouseCoopers LLP Los Angeles, California February 25, 2025 We have served as the Company’s auditor since 2015. 75 Table of Contents ZipRecruiter, Inc.
These procedures also included, among others, (i) evaluating performance-based and certain subscription revenue transactions by testing the completeness, accuracy and occurrence of revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents, such as customer order information, customer contracts, invoices, evidence of performance, and cash receipts, (ii) for performance-based revenue transactions, confirming a sample of outstanding customer invoice balances as of December 31, 2025, and, for confirmations not returned, as well as for certain subscription revenue transactions, obtaining and inspecting source documents, such as invoices, evidence of performance, and cash receipts, and (iii) for other subscription revenue transactions, developing an independent expectation of revenue from credit card transactions based on cash receipts from credit card processors and comparing the result to revenue recognized. /s/ PricewaterhouseCoopers LLP Los Angeles, California February 25, 2026 We have served as the Company’s auditor since 2015. 75 Table of Contents ZipRecruiter, Inc.
In addition, as of December 31, 2024, 2023 and 2022 long-lived assets outside of the United States were not material. Revenue Recognition The Company recognizes revenue when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in 82 Table of Contents ZipRecruiter, Inc.
In addition, as of December 31, 2025, 2024 and 2023 long-lived assets outside of the United States were not material. Revenue Recognition The Company recognizes revenue when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in 82 Table of Contents ZipRecruiter, Inc.
A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the 73 Table of Contents assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Non-monetary assets and liabilities and equity are remeasured at the historical exchange rates, while results of operations in the local currency or other foreign currencies are translated into U.S. dollars at the exchange rates in effect at the date of the transaction. Net foreign transaction gains/losses for the years ended December 31, 2024, 2023, and 2022 were not material.
Non-monetary assets and liabilities and equity are remeasured at the historical exchange rates, while results of operations in the local currency or other foreign currencies are translated into U.S. dollars at the exchange rates in effect at the date of the transaction. Net foreign transaction gains/losses for the years ended December 31, 2025, 2024, and 2023 were not material.
The CEO Performance Award consisted of five vesting tranches with a vesting schedule based on achieving stock price targets ranging from $67.61 per share to $157.75 per share, which is calculated as the volume-weighted average over a 30-day trading window following the first day 110 Table of Contents ZipRecruiter, Inc.
The CEO Performance Award consisted of five vesting tranches with a vesting schedule based on achieving stock price targets ranging from $67.61 per share to $157.75 per share, which is calculated as the volume-weighted average over a 30-day trading window following the first day 109 Table of Contents ZipRecruiter, Inc.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
The Company computes rental income from subleasing certain of its office facilities on a straight-line basis over the sublease term in the Consolidated Statements of Operations. The difference between rental income and rental payments over the lease term is recorded as an unbilled rent receivable, which is included in prepaid expenses and other assets on the consolidated balance sheet.
The Company computes rental income from subleasing certain of its office facilities on a straight-line basis over the sublease term in the Consolidated Statements of Operations. The difference between rental income and rental payments over the lease term is recorded as an unbilled rent receivable, which is included in prepaid expenses and other assets in the Consolidated Balance Sheets.
If the estimated undiscounted future cash flows are less than the carrying value of the asset, a loss is recorded as the excess of the asset’s carrying value over its fair value. There were no material impairment charges related to long-lived assets during the years ended December 31, 2024, 2023, and 2022.
If the estimated undiscounted future cash flows are less than the carrying value of the asset, a loss is recorded as the excess of the asset’s carrying value over its fair value. There were no material impairment charges related to long-lived assets during the years ended December 31, 2025, 2024, and 2023.
The Company currently has one reporting unit. In testing for goodwill impairment, the Company has an option to first make an assessment of qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
In testing for goodwill impairment, the Company has an option to first make an assessment of qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
Customer contracts are typically subject to renewal at the end of the subscription term. Contracts are only cancelable at the end of the term and are nonrefundable. Performance-based revenue consists of customers who pay on a per click by job applicant or per job application basis for the job postings they wish to distribute through the Company’s software.
Customer contracts are typically subject to renewal at the end of the subscription term. Contracts are only cancelable at the end of the term and are nonrefundable. Performance-based revenue consists of customers who pay on a per click by job applicant basis for the job postings they wish to distribute through the Company’s software.
There were no customers that individually represented 10% or more of revenue for the years ended December 31, 2024, 2023, and 2022. The Company uses third parties to collect its credit card receivables and believes risk related to its credit card processors is minimal.
There were no customers that individually represented 10% or more of revenue for the years ended December 31, 2025, 2024, and 2023. The Company uses third parties to collect its credit card receivables and believes risk related to its credit card processors is minimal.
Revenue is attributed to geographic regions based on locations where services are provided to the Company’s customers. Foreign countries outside of the United States, in aggregate, accounted for less than 2% of the Company’s revenue for the years ended December 31, 2024, 2023, and 2022.
Revenue is attributed to geographic regions based on locations where services are provided to the Company’s customers. Foreign countries outside of the United States, in aggregate, accounted for less than 2% of the Company’s revenue for the years ended December 31, 2025, 2024, and 2023.
No other customer individually accounted for 10% or more of the Company’s outstanding accounts receivable as of December 31, 2024 and December 31, 2023. As such, the Company does not consider the concentration of its accounts receivable to be a material risk.
No other customer individually accounted for 10% or more of the Company’s outstanding accounts receivable as of December 31, 2025 and December 31, 2024. As such, the Company does not consider the concentration of its accounts receivable to be a material risk.
We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Additional acquisition-related costs were not material for the year ended December 31, 2024. 5. Revenue Information Contract Balances Contract liabilities are recorded as deferred revenue when customer payments are received in advance of the Company meeting all the revenue recognition criteria under ASC 606. Deferred revenue includes prepaid subscription and performance-based revenue.
Additional acquisition-related costs were not material for the years ended December 31, 2025 and 2024. 5. Revenue Information Contract Balances Contract liabilities are recorded as deferred revenue when customer payments are received in advance of the Company meeting all the revenue recognition criteria under ASC 606. Deferred revenue includes prepaid subscription and performance-based revenue.
The Company invests only in highly rated debt and equity securities. The Company believes the financial institutions that hold its investments are financially sound, and accordingly, are subject to minimal credit risk. One customer accounted for 14% of the Company's outstanding accounts receivable as of December 31, 2024.
The Company invests only in highly rated debt and equity securities. The Company believes the financial institutions that hold its investments are financially sound, and accordingly, are subject to minimal credit risk. One customer accounted for 16% and 14% of the Company's outstanding accounts receivable as of December 31, 2025 and December 31, 2024, respectively.
During the years ended December 31, 2024, 2023, and 2022, the Company recorded no material unrealized gains and losses in connection with its money market mutual funds held as of December 31, 2024.
During the years ended December 31, 2025, 2024, and 2023, the Company recorded no material unrealized gains and losses in connection with its money market mutual funds held as of December 31, 2025.
As of December 31, 2024, the Company is undergoing routine tax examinations in various state and foreign taxing jurisdictions in which the Company has operated. These examinations cover various tax years and are in various stages of finalization.
As of December 31, 2025, the Company is undergoing routine tax examinations in various state and foreign taxing jurisdictions in which the Company has operated. These examinations cover various tax years and are in various stages of finalization.
The principal consideration for our determination that performing procedures relating to revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
The principal consideration for our determination that performing procedures relating to revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition. 74 Table of Contents Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
Performance-based revenue is typically billed monthly, in arrears, and revenue is recognized as job applicants click on or apply to the distributed job postings, up to the contractual maximum per recruitment campaign.
Performance-based revenue is typically billed monthly, in arrears, and revenue is recognized as job applicants click on the distributed job postings, up to the contractual maximum per recruitment campaign.
Customers pay an amount per click or per application that is usually capped at a contractual maximum per recruitment campaign, with campaigns typically lasting from one to three months.
Customers pay an amount per click that is usually capped at a contractual maximum per recruitment campaign, with campaigns typically lasting from one to three months.
As of December 31, 2024 and December 31, 2023, no impairments were identified on those assets required to be measured at fair value on a non-recurring basis. Equity Securities The Company’s investments in equity securities consist primarily of money market mutual funds.
As of December 31, 2025 and December 31, 2024, no material impairments were identified on those assets required to be measured at fair value on a non-recurring basis. Equity Securities The Company’s investments in equity securities consist primarily of money market mutual funds.
Advertising costs principally represent online advertising costs, direct mailing, television, podcast and radio advertisements. Advertising expense was $98.0 million, $121.0 million, and $280.1 million for the years ended December 31, 2024, 2023, and 2022, respectively. At times, the Company may prepay certain advertising expenses, which are deferred and subsequently recognized as expense when the advertisement is released.
Advertising costs principally represent online advertising costs, direct mailing, television, podcast and radio advertisements. Advertising expense was $125.1 million, $98.0 million, and $121.0 million for the years ended December 31, 2025, 2024, and 2023, respectively. At times, the Company may prepay certain advertising expenses, which are deferred and subsequently recognized as expense when the advertisement is released.
Hereinafter, ZipRecruiter, Inc. and its wholly owned subsidiaries ZipRecruiter Israel Ltd., ZipRecruiter UK Ltd., ZipRecruiter Canada Ltd., and Poplar Technologies Ltd. are collectively referred to as “ZipRecruiter” or the “Company.” The Company is a two-sided marketplace that enables employers and job seekers to connect with one another online to fill job opportunities.
Hereinafter, ZipRecruiter, Inc. and its wholly owned subsidiaries ZipRecruiter Israel Ltd., ZipRecruiter UK Ltd., ZipRecruiter Canada Ltd., and Poplar Technologies Ltd. (d/b/a Breakroom) (“Breakroom”) are collectively referred to as “ZipRecruiter” or the “Company.” The Company is a two-sided marketplace that enables employers and job seekers to connect with one another online to fill job opportunities.
Based on investment positions as of December 31, 2024, a hypothetical increase in interest rates of 100 basis points across all maturities would result in a $0.6 million decrease in the fair value of the portfolio. Such losses would only be realized if we sold the investments prior to maturity.
Based on investment positions as of December 31, 2025, a hypothetical increase in interest rates of 100 basis points across all maturities would result in a $0.4 million decrease in the fair value of the portfolio. Such losses would only be realized if we sold the investments prior to maturity.
Accordingly, a $7.5 million one-time non-cash expense was recorded in the year ended December 31, 2023 in general and administrative expenses within the Company’s Consolidated Statements of Operations. During the years ended December 31, 2023 and 2022, the Company recorded stock-based compensation expense of $13.3 million and $5.9 million, respectively, related to the CEO Performance Award.
Accordingly, a $7.5 million one-time non-cash expense was recorded in the year ended December 31, 2023 in general and administrative expenses within the Company’s Consolidated Statements of Operations. During the year ended December 31, 2023, the Company recorded stock-based compensation expense of $13.3 million related to the CEO Performance Award.
For the years ended December 31, 2024, 2023, and 2022, the Company recognized $28.6 million, $28.5 million, and $27.6 million, respectively, in interest expense related to the Notes with an effective interest rate of 5.4% for all three years.
For the years ended December 31, 2025, 2024, and 2023, the Company recognized $28.6 million, $28.6 million, and $28.5 million, respectively, in interest expense related to the Notes with an effective interest rate of 5.4% for all three years.
Generally, any remaining performance obligations relate primarily to subscription services such as time-based job posting plans, upsell services, and resume database plans that will be invoiced in future periods, and exclude (i) contracts with an original expected term of one year or less and (ii) contracts for which the Company only recognizes revenue at the amount to which it has the right to invoice for services performed. 97 Table of Contents ZipRecruiter, Inc.
Generally, any remaining performance obligations relate primarily to subscription services such as time-based job posting plans, upsell services, and resume database plans that will be invoiced in future periods, and exclude (i) contracts with an original expected term of one year or less and (ii) contracts for which the Company only recognizes revenue at the amount to which it has the right to invoice for services performed. 6.
The Company writes off accounts receivables that have become uncollectible. The Company’s allowance for doubtful accounts was $1.2 million, $2.4 million, and $1.8 million as of December 31, 2024, 2023, and 2022, respectively, which was recorded net within accounts receivable on the Consolidated Balance Sheets.
The Company writes off accounts receivables that have become uncollectible. The Company’s allowance for doubtful accounts was $1.0 million, $1.2 million, and $2.4 million as of December 31, 2025, 2024, and 2023, respectively, which was recorded net within accounts receivable on the Consolidated Balance Sheets.
Such interest expense includes $1.1 million, $1.0 million, and $0.9 million related to the amortization of debt issuance costs for the years ended December 31, 2024, 2023, and 2022, respectively. 12. Commitments and Contingencies Purchase Commitments As of December 31, 2024, the Company had various noncancelable purchase commitments relating to hosting service agreements.
Such interest expense includes $1.1 million, $1.1 million, and $1.0 million related to the amortization of debt issuance costs for the years ended December 31, 2025, 2024, and 2023, respectively. 12. Commitments and Contingencies Purchase Commitments As of December 31, 2025, the Company had various noncancelable purchase commitments related to hosting service agreements.
During the year ended December 31, 2024, the Company continued to maintain a valuation allowance against the deferred tax asset associated with carried forward California Research and Development Credits as the Company believes that it is more likely than not that it will not generate sufficient California sourced taxable income in future years to utilize that deferred tax asset and additionally established a valuation allowance against certain historic operating losses of foreign entities.
During the year ended December 31, 2025, the Company continued to maintain a valuation allowance against the deferred tax asset associated with carried forward California Research and Development Credits as the Company believes that it is more likely than not that it will not generate sufficient California sourced taxable income in future years to utilize that deferred tax asset and additionally established a valuation allowance against certain deferred tax assets of foreign entities.
The total intrinsic value of options exercised in 2024, 2023, and 2022 was $7.9 million, $22.2 million, and $48.6 million, respectively. This intrinsic value represents the difference between the fair value of the Company’s common stock on the date of exercise and the exercise price of each option.
The total intrinsic value of options exercised in 2025, 2024, and 2023 was $11.6 million, $7.9 million, and $22.2 million, respectively. This intrinsic value represents the difference between the fair value of the Company’s common stock on the date of exercise and the exercise price of each option.
Such services enhance job postings by providing customers with a temporary boost in the prominence of the job postings, expanding visibility to job postings by inviting strong fit potential candidates to apply to the job, or highlighting key attributes of job postings to make them stand out to job seekers.
Such services enhance job postings by providing customers with a temporary boost in the prominence of the job postings, expanding visibility to job postings by inviting highly qualified potential candidates to apply to the job, or highlighting key attributes of job postings to make them stand out to job seekers.
Additionally, the Company’s board of directors authorized increases to the Program of $350.0 million, $100.0 million, and $100.0 million in 2022, 2023, and November 2024, respectively, which resulted in a total of $650.0 million of outstanding shares of its common stock authorized to be repurchased under the Program.
Additionally, the Company’s board of directors authorized increases to the Program of $350.0 million, $100.0 million, $100.0 million, and $100.0 million in 2022, 2023, 2024, and 2025, respectively, which resulted in a total of $750.0 million of outstanding shares of its common stock authorized to be repurchased under the Program.
As the liquidation and dividend rights are identical for the Company’s Class A and Class B common stock (see Note 14), the undistributed earnings under the two-class method are allocated on a proportional basis and the resulting net income (loss) per share attributable to common stockholders is, therefore, the same for both Class A and Class B common stock on an individual or combined basis. 93 Table of Contents ZipRecruiter, Inc.
As the liquidation and dividend rights are identical for the Company’s Class A and Class B common stock (see Note 14), the undistributed earnings under the two-class method are allocated on a proportional basis and the resulting net income (loss) per share attributable to common stockholders is, therefore, the same for both Class A and Class B common stock on an individual or combined basis.
As of December 31, 2024 and 2023, the Company reflected $0.1 million and $1.1 million of excise taxes as part of the cost basis of the stock repurchased during the years ended December 31, 2024 and 2023, respectively, and recorded a corresponding liability for the excise taxes payable in accrued expenses on its consolidated balance sheet.
As of December 31, 2025 and 2024, the Company reflected $0.8 million and $0.1 million of excise taxes as part of the cost basis of the stock repurchased during the years ended December 31, 2025 and 2024, respectively, and recorded a corresponding liability for the excise taxes payable in accrued expenses on its Consolidated Balance Sheets.
Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of ZipRecruiter, Inc. and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income (loss), of changes in stockholders’ equity, and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”).
Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of ZipRecruiter, Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income (loss), of changes in stockholders' equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements").
During the year ended December 31, 2024, the tax benefit realized from stock option exercises was approximately $0.9 million. During the years ended December 31, 2024, 2023, and 2022, the Company recorded stock-based compensation expense for stock option awards of $0.7 million, $1.1 million, and $2.8 million, respectively, under the Plans.
During the year ended December 31, 2025, the tax benefit realized from stock option exercises was approximately $0.1 million. During the years ended December 31, 2025, 2024, and 2023, the Company recorded stock-based compensation expense for stock option awards of $0.1 million, $0.7 million, and $1.1 million, respectively, under the Plans.
On March 28, 2023, the Company entered into a Fourth Amendment to the Credit Agreement with the administrative agent to replace the London Interbank Offered Rate (“LIBOR”) reference rate with the Secured Overnight Financing Rate (“SOFR”) reference rate (as defined therein). No other terms or conditions of the Credit Agreement were changed as a result of this amendment.
On March 28, 2023, the Company entered into a Fourth Amendment to the Credit Agreement with the administrative agent to replace the London Interbank Offered Rate (LIBOR) reference rate with the Secured Overnight Financing Rate (SOFR) reference rate. No other terms or conditions of the Credit Agreement were changed as a result of this amendment.
The Company had $2.2 million and $1.5 million of prepaid advertising costs included in prepaid expenses and other assets in the Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively.
The Company had $3.1 million and $2.2 million of prepaid advertising costs included in prepaid expenses and other assets in the Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively.
Notes to the Consolidated Financial Statements In August 2021, the Company launched an employee stock purchase plan (the “ESPP”). The ESPP allows eligible employees the option to purchase shares of the Company's Class A common stock at a 15% discount through payroll deductions of their eligible compensation, subject to certain plan limitations.
Stock-Based Compensation Under the Employee Stock Purchase Plan In August 2021, the Company launched an employee stock purchase plan (the “ESPP”). The ESPP allows eligible employees the option to purchase shares of the Company's Class A common stock at a 15% discount through payroll deductions of their eligible compensation, subject to certain plan limitations.
For the year ended December 31, 2024, the Company incurred expenses of $0.6 million related to the Employee Seller Holdback Consideration, of which $0.4 million were recorded in research and development expenses and $0.2 million were recorded in general and administrative expenses within the Company’s Consolidated Statements of Operations.
For the years ended December 31, 2025 and 2024, the Company incurred expenses of $1.2 million and $0.6 million, respectively, related to the Employee Seller Holdback Consideration, of which $0.8 million and $0.4 million, respectively, were recorded in research and development expenses and $0.4 million and $0.2 million were recorded in general and administrative expenses within the Company’s Consolidated Statements of Operations, respectively.
Notes to the Consolidated Financial Statements A reconciliation of the income taxes computed at the U.S. federal statutory tax rate of 21% to the income tax expense is as follows (in thousands): Year Ended December 31, 2024 2023 2022 U.S. federal statutory income tax rate $ (1,380) $ 14,816 $ 15,559 State and local income taxes, net of federal benefit 1,669 5,002 3,451 Foreign derived intangible income deduction (645) (1,110) (519) Foreign rate differential (21) (1,872) 56 Stock-based compensation 6,266 7,931 (435) Officers compensation limitation 1,322 2,356 2,146 Non-deductible expenses 974 909 315 Tax credits (6,635) (9,189) (17,598) Uncertain tax positions 793 1,449 — Change in valuation allowance 3,519 2,282 12,654 Return to provision (154) (1,532) (3,775) Other 649 410 736 Income tax expense $ 6,357 $ 21,452 $ 12,590 During the year ended December 31, 2023, the Israeli Innovation Authority approved the Company’s application to be considered a Preferred Enterprise, as defined under the Law of Encouragement of Capital Investments, for the tax years ended December 31, 2023, 2022, 2021, and 2020.
Notes to the Consolidated Financial Statements A reconciliation of the income taxes computed at the U.S. federal statutory tax rate of 21% to the income tax expense for the years ended December 31, 2024 and 2023 prior to the adoption of ASU 2023-09, and as previously disclosed in prior years, is as follows (in thousands): Year Ended December 31, 2024 2023 U.S. federal statutory income tax rate $ (1,380) $ 14,816 State and local income taxes, net of federal benefit 1,669 5,002 Foreign derived intangible income deduction (645) (1,110) Foreign rate differential (21) (1,872) Stock-based compensation 6,266 7,931 Officers compensation limitation 1,322 2,356 Non-deductible expenses 974 909 Tax credits (6,635) (9,189) Uncertain tax positions 793 1,449 Change in valuation allowance 3,519 2,282 Return to provision (154) (1,532) Other 649 410 Income tax expense $ 6,357 $ 21,452 During the year ended December 31, 2023, the Israeli Innovation Authority approved the Company’s application to be considered a Preferred Enterprise, as defined under the Law of Encouragement of Capital Investments, for the tax years ended December 31, 2023, 2022, 2021, and 2020.
Notes to the Consolidated Financial Statements As of December 31, 2024, total unrecognized stock-based compensation expense for unvested RSUs was $100.1 million, which is expected to be recognized over a weighted average period of 1.3 years. The Company had no outstanding performance-based RSUs as of December 31, 2024. 17.
Notes to the Consolidated Financial Statements As of December 31, 2025, total unrecognized stock-based compensation expense for unvested RSUs was $57.9 million, which is expected to be recognized over a weighted average period of 1.2 years. The Company had no outstanding performance-based RSUs as of December 31, 2025. 17.
Under the amended and restated certificate of incorporation, all outstanding options to purchase common stock became options to purchase an equivalent number of shares of Class B common stock and all RSUs became RSUs for an equivalent number of shares of Class B common stock under the Prior Plans. 2021 Equity Incentive Plan In April 2021, the Company adopted the 2021 Plan, which became effective on May 14, 2021 in connection with the Direct Listing.
In connection with the Direct Listing, all outstanding options to purchase common stock issued pursuant to the Prior Plans became options to purchase an equivalent number of shares of Class B common stock and all outstanding RSUs issued pursuant to the Prior Plans became RSUs for an equivalent number of shares of Class B common stock. 2021 Equity Incentive Plan In April 2021, the Company adopted the 2021 Plan, which became effective on May 14, 2021 in connection with the Direct Listing.
One separate customer accounted for 10% of the Company's outstanding accounts receivable as of December 31, 2024 and December 31, 2023. The Company closely monitors the financial conditions of the foregoing customers, which have been in good credit standing.
One additional customer accounted for 14% and 10% of the Company's outstanding accounts receivable as of December 31, 2025 and December 31, 2024, respectively. The Company closely monitors the financial conditions of the foregoing customers, which have been in good credit standing.
Notes to the Consolidated Financial Statements In the normal course of business, the Company is subject to taxation in and is regularly audited by federal, state, and foreign tax authorities.
In the normal course of business, the Company is subject to taxation in and is regularly audited by federal, state, and foreign tax authorities.
The amount available under the credit facility as of December 31, 2024 was $286.6 million, which is the credit limit less letters of credit outstanding of $3.4 million. Senior Unsecured Notes On January 12, 2022, the Company issued an aggregate principal amount of $550.0 million senior unsecured Notes due 2030 in a private placement.
The amount available under the credit facility as of December 31, 2025 was $287.7 million, which is the credit limit less letters of credit outstanding of $2.3 million. Senior Unsecured Notes On January 12, 2022, the Company issued an aggregate principal amount of $550.0 million senior unsecured Notes due 2030 in a private placement.
Future amortization expense for the Company’s finite-lived intangible assets as of December 31, 2024 is as follows for the years ended December 31, (in thousands): 2025 $ 1,970 2026 1,970 2027 1,120 2028 43 2029 43 Thereafter 193 Total future amortization expense $ 5,339 The estimated fair value of the developed technology acquired was determined using the replacement cost method.
Future amortization expense for the Company’s finite-lived intangible assets as of December 31, 2025 is as follows for the years ended December 31, (in thousands): 2026 $ 1,970 2027 1,120 2028 43 2029 43 2030 42 Thereafter 151 Total future amortization expense $ 3,369 The estimated fair value of the developed technology acquired was determined using the replacement cost method.
Consolidated Statements of Comprehensive Income (Loss) (in thousands) Year Ended December 31, 2024 2023 2022 Net income (loss) $ (12,854) $ 49,098 $ 61,494 Other comprehensive income (loss), net of tax: Change in unrealized gains (losses) on available-for-sale debt securities 43 386 (373) Total other comprehensive income (loss) 43 386 (373) Total comprehensive income (loss) $ (12,811) $ 49,484 $ 61,121 The accompanying notes are an integral part of these consolidated financial statements. 78 Table of Contents ZipRecruiter, Inc.
Consolidated Statements of Comprehensive Income (Loss) (in thousands) Year Ended December 31, 2025 2024 2023 Net income (loss) $ (32,994) $ (12,854) $ 49,098 Other comprehensive income (loss), net of tax: Change in unrealized gains (losses) on available-for-sale debt securities (24) 43 386 Total other comprehensive income (loss) (24) 43 386 Total comprehensive income (loss) $ (33,018) $ (12,811) $ 49,484 The accompanying notes are an integral part of these consolidated financial statements. 78 Table of Contents ZipRecruiter, Inc.
If recognized, $24.8 million, or $18.2 million net of existing valuation allowances, of unrecognized tax benefits would impact the Company’s effective tax rate. The Company has accrued $0.9 million of interest and penalties related to unrecognized tax benefits reflected in the consolidated financial statements during the year ended December 31, 2024.
If recognized, $25.8 million, or $17.8 million net of existing valuation allowances, of unrecognized tax benefits would impact the Company’s effective tax rate. The Company has accrued $2.1 million and $0.9 million of interest and penalties related to unrecognized tax benefits reflected in the consolidated financial statements during the years ended December 31, 2025 and 2024, respectively.
Notes to the Consolidated Financial Statements The change in the valuation allowance was comprised of the following (in thousands): Year Ended December 31, 2024 2023 2022 Valuation allowance, at beginning of year $ 14,935 $ 12,748 $ — Increase in valuation allowance recorded through earnings 3,520 2,281 12,654 Increase in valuation allowance recorded through purchase accounting 337 — — Decrease in valuation allowance recorded through other comprehensive income — (94) — Increase in valuation allowance recorded through other comprehensive income — — 94 Valuation allowance, at end of year $ 18,792 $ 14,935 $ 12,748 As of December 31, 2024, the Company had no gross U.S. federal operating loss carryforwards, $5.3 million of gross state operating loss carryforwards, and $9.7 million of gross foreign operating loss carryforwards.
Notes to the Consolidated Financial Statements The change in the valuation allowance was comprised of the following (in thousands): Year Ended December 31, 2025 2024 2023 Valuation allowance, at beginning of year $ 18,792 $ 14,935 $ 12,748 Increase in valuation allowance recorded through earnings 3,366 3,520 2,281 Decrease in valuation allowance recorded through earnings (1,943) — — Increase in valuation allowance recorded through purchase accounting — 337 — Decrease in valuation allowance recorded through other comprehensive income — — (94) Valuation allowance, at end of year $ 20,215 $ 18,792 $ 14,935 As of December 31, 2025, the Company had $179.8 million gross U.S. federal operating loss carryforwards, $57.8 million of gross state operating loss carryforwards, and no gross foreign operating loss carryforwards.
The cancellation resulted in an acceleration of unrecognized stock-based compensation expense from future periods into the fourth quarter of 2023, and was recorded in general and administrative expenses within the Company’s Consolidated Statements of Operations. For more information on the Cancellation Agreement, please see Note 16. Stock-Based Compensation Under the Employee Stock Purchase Plan 86 Table of Contents ZipRecruiter, Inc.
The cancellation resulted in an acceleration of unrecognized stock-based compensation expense from future periods into the fourth quarter of 2023, and was recorded in general and administrative expenses within the Company’s Consolidated Statements of Operations. For more information on the Cancellation Agreement, please see Note 16.
The following table summarizes the changes in the sales allowance (in thousands): Year Ended December 31, 2024 2023 2022 Sales allowance, at beginning of year $ 3,531 $ 4,251 $ 5,919 Recorded as a reduction to revenue 16,971 29,839 39,877 Recorded as a reduction to deferred revenue 3,788 4,814 4,852 Utilization of allowance for refunds and credits (21,601) (35,373) (46,397) Sales allowance, at end of year $ 2,689 $ 3,531 $ 4,251 Of the total sales allowance balance of $2.7 million at December 31, 2024, $0.8 million was presented net of accounts receivable and $1.9 million was presented within accrued expenses on the Consolidated Balance Sheets.
The following table summarizes the changes in the sales allowance (in thousands): Year Ended December 31, 2025 2024 2023 Sales allowance, at beginning of year $ 2,689 $ 3,531 $ 4,251 Recorded as a reduction to revenue 16,758 16,971 29,839 Recorded as a reduction to deferred revenue 3,996 3,788 4,814 Utilization of allowance for refunds and credits (21,061) (21,601) (35,373) Sales allowance, at end of year $ 2,382 $ 2,689 $ 3,531 Of the total sales allowance balance of $2.4 million at December 31, 2025, $1.0 million was presented net of accounts receivable and $1.4 million was presented within accrued expenses on the Consolidated Balance Sheets.
Amortization expense is included within sales and marketing expense in the Consolidated Statements of Operations. For the years ended December 31, 2024, 2023, and 2022, amortization expense for deferred sales commissions was $5.6 million, $5.5 million, and $5.4 million, respectively. There was no impairment to capitalized deferred commissions in the periods presented.
Amortization expense is included within sales and marketing expense in the Consolidated Statements of Operations. For the years ended December 31, 2025, 2024, and 2023, amortization expense for deferred sales commissions was $3.3 million, $5.6 million, and $5.5 million, respectively. There was no impairment to capitalized deferred commissions in the periods presented. 96 Table of Contents ZipRecruiter, Inc.
In addition, the Company allocates a portion of overhead costs, such as rent, IT costs, supplies, and depreciation and amortization, to general and administrative expense based on headcount. Stock-Based Compensation Compensation expense related to stock-based awards is measured and recognized in the financial statements based on the fair value of the awards granted.
Notes to the Consolidated Financial Statements such as rent, IT costs, supplies, and depreciation and amortization, to general and administrative expense based on headcount. Stock-Based Compensation Compensation expense related to stock-based awards is measured and recognized in the financial statements based on the fair value of the awards granted.
Available-for-sale Debt Securities The following table summarizes the fair value of the Company’s available-for-sale debt securities by contractual maturity as of December 31, 2024 (in thousands): Due within 1 year $ 306,210 Due after 1 year through 5 years 3,963 Total available-for-sale debt securities $ 310,173 Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations.
Available-for-sale Debt Securities The following table summarizes the fair value of the Company’s available-for-sale debt securities by contractual maturity as of December 31, 2025 (in thousands): Due within 1 year $ 210,114 Due after 1 year through 5 years 18,594 Total available-for-sale debt securities $ 228,708 Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations.
Revenue Recognition As described in Notes 2 and 5 to the consolidated financial statements, the Company’s total revenue was $474.0 million, of which subscription revenue was $369.8 million and performance-based revenue was $104.2 million for the year ended December 31, 2024.
Revenue Recognition As described in Notes 2 and 5 to the consolidated financial statements, the Company’s total revenue was $449.0 million, of which subscription revenue was $345.2 million and performance-based revenue was $103.8 million for the year ended December 31, 2025.
Deferred Commissions ASC 606 requires the deferral of the recognition of incremental costs to obtain a contract, which the Company has identified as certain of its sales commissions paid to internal sales representatives for the sale of the Company’s services.
As of December 31, 2025 and 2024, the Company had no contract assets. Deferred Commissions ASC 606 requires the deferral of the recognition of incremental costs to obtain a contract, which the Company has identified as certain of its sales commissions paid to internal sales representatives for the sale of the Company’s services.
Stock-Based Compensation Total stock-based compensation expense is recorded in the Consolidated Statements of Operations as follows (in thousands): Year Ended December 31, 2024 2023 2022 Cost of revenue $ 611 $ 660 $ 807 Sales and marketing 10,647 12,537 10,858 Research and development 33,604 35,352 30,985 General and administrative 19,591 35,686 34,306 Total stock-based compensation $ 64,453 $ 84,235 $ 76,956 2012 and 2014 Equity Incentive Plans Prior to adoption of the 2021 Equity Incentive Plan (the “2021 Plan”), the Company granted awards under the 2012 Equity Incentive Plan (the “2012 Plan”) or the 2014 Equity Incentive Plan (the “2014 Plan”, and together with the “2012 Plan”, the “Prior Plans”).
Stock-Based Compensation Total stock-based compensation expense is recorded in the Consolidated Statements of Operations as follows (in thousands): Year Ended December 31, 2025 2024 2023 Cost of revenue $ 425 $ 611 $ 660 Sales and marketing 7,974 10,647 12,537 Research and development 22,715 33,604 35,352 General and administrative 16,532 19,591 35,686 Total stock-based compensation $ 47,646 $ 64,453 $ 84,235 2012 and 2014 Equity Incentive Plans Prior to adoption of the 2021 Equity Incentive Plan (the “2021 Plan”), the Company granted awards under the 2012 Equity Incentive Plan (the “2012 Plan”) or the 2014 Equity Incentive Plan (the “2014 Plan”, and together with the “2012 Plan”, the “Prior Plans”).
The total fair value of RSUs vested during the years ended December 31, 2024, 2023, and 2022 was $36.3 million, $47.1 million, and $48.1 million, respectively. 111 Table of Contents ZipRecruiter, Inc.
The total fair value of RSUs vested during the years ended December 31, 2025, 2024, and 2023 was $19.7 million, $36.3 million, and $47.1 million, respectively. 110 Table of Contents ZipRecruiter, Inc.
The offering date is the first day of any concurrent offering and purchase period, and the purchase date is the last day of such a period. The Company recognizes stock-based compensation expense related to shares issued pursuant to its ESPP on a straight-line basis over the offering period.
The offering date is the first day of any concurrent offering and purchase period, and the purchase date is the last day of such a period. 86 Table of Contents ZipRecruiter, Inc. Notes to the Consolidated Financial Statements The Company recognizes stock-based compensation expense related to shares issued pursuant to its ESPP on a straight-line basis over the offering period.
Notes to the Consolidated Financial Statements The following table presents the Company’s basic net income (loss) per share (in thousands, except per share amounts): Year Ended December 31, 2024 2023 2022 Net income (loss) per share, basic: Net income (loss) $ (12,854) $ 49,098 $ 61,494 Weighted average shares of Class A and Class B common stock outstanding 98,588 100,730 114,272 Net income (loss) per share attributable to Class A and Class B common stockholders, basic $ (0.13) $ 0.49 $ 0.54 The Company computes diluted net income (loss) per share under the two-class method where income is reallocated between common stock, potential common stock and participating securities.
The following table presents the Company’s basic net income (loss) per share (in thousands, except per share amounts): Year Ended December 31, 2025 2024 2023 Net income (loss) per share, basic: Net income (loss) $ (32,994) $ (12,854) $ 49,098 Weighted average shares of Class A and Class B common stock outstanding 89,867 98,588 100,730 Net income (loss) per share attributable to Class A and Class B common stockholders, basic $ (0.37) $ (0.13) $ 0.49 The Company computes diluted net income (loss) per share under the two-class method where income is reallocated between common stock, potential common stock and participating securities.
During the year ended December 31, 2023, 0.4 million shares of Class A common stock were purchased under the ESPP for an aggregate amount of $6.4 million. During the year ended December 31, 2022, 0.4 million shares of Class A common stock were purchased under the ESPP for an aggregate amount of $8.1 million.
During the year ended December 31, 2025, 0.3 million shares of Class A common stock were purchased under the ESPP for an aggregate amount of $1.7 million. During the year ended December 31, 2024, 0.4 million shares of Class A common stock were purchased under the ESPP for an aggregate amount of $3.6 million.
General and Administrative General and administrative expense consists of personnel-related costs (including salaries, bonuses, benefits and stock-based compensation) for employees in the Company’s executive, finance, human resource and administrative departments, and fees for third-party professional services, including 85 Table of Contents ZipRecruiter, Inc. Notes to the Consolidated Financial Statements consulting, legal and accounting services.
General and Administrative General and administrative expense consists of personnel-related costs (including salaries, bonuses, benefits and stock-based compensation) for employees in the Company’s executive, finance, human resource and administrative departments, and fees for third-party professional services, including consulting, legal and accounting services. In addition, the Company allocates a portion of overhead costs, 85 Table of Contents ZipRecruiter, Inc.
Recent Accounting Pronouncements Accounting Pronouncements Not Yet Adopted In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which intends to enhance the transparency and decision usefulness of income tax disclosures, primarily through expanding disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions.
Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which intends to enhance the transparency and decision usefulness of income tax disclosures, primarily through expanding disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions.
The following is a reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended December 31, 2024 2023 2022 Unrecognized tax benefit, beginning of year: $ 24,330 $ 17,077 $ 6,337 Gross increases - tax positions in prior year 1,075 3,912 7,720 Gross increases - tax positions in current year 2,056 3,341 3,020 Gross decreases - tax positions in prior year (674) — — Unrecognized tax benefit, end of year $ 26,787 $ 24,330 $ 17,077 For the years ended December 31, 2024 and 2023, the Company had gross unrecognized tax benefits of $26.8 million and $24.3 million, respectively.
The following is a reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended December 31, 2025 2024 2023 Unrecognized tax benefit, beginning of year: $ 26,787 $ 24,330 $ 17,077 Gross increases - tax positions in prior year 563 1,075 3,912 Gross increases - tax positions in current year 1,881 2,056 3,341 Gross decreases - tax positions in prior year (666) (674) — Gross decreases - settlements in current year (640) — — Unrecognized tax benefit, end of year $ 27,925 $ 26,787 $ 24,330 For the years ended December 31, 2025 and 2024, the Company had gross unrecognized tax benefits of $27.9 million and $26.8 million, respectively.
Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for 73 Table of Contents external purposes in accordance with generally accepted accounting principles.
We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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